|                                                                |
|----------------------------------------------------------------|
|                                                                |  |  |
| Indiana                                                        |   | 38-3354643 |
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. EmployerIdentification No.) |
|                                                           |   |   |
| 2135 West Maple Road Troy, Michigan                       |   | 48084-7186 |
| (Address of principal executive offices)                       |   | (Zip Code) |

|                            |
|----------------------------|
|                            |  |  |
| Title of each class        |   | Name of each exchange on which registered |
| Common Stock, $1 Par Value |   | New York Stock Exchange |

|     |
|-----|
|     |  |  |  |  |
| Yes |  ̈ |   | No | x |

|     |
|-----|
|     |  |  |  |  |
| Yes |  ̈ |   | No | x |

|     |
|-----|
|     |  |  |  |  |
| Yes | x |   | No |  ̈ |

|     |
|-----|
|     |  |  |  |  |
| Yes | x |   | No |  ̈ |

|                         |
|-------------------------|
|                         |  |  |  |  |  |
| Large accelerated filer | x |   |   | Accelerated filer |  ̈ |
| Non-accelerated filer   |  ̈ | (Do not check if a smaller reporting company) |   | Smaller reporting company |  ̈ |

|     |
|-----|
|     |  |  |  |  |
| Yes |  ̈ |   | No | x |

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|                              |
|------------------------------|
|                              |
| /s/ DELOITTE TOUCHE TOHMATSU |
| DELOITTE TOUCHE TOHMATSU     |
| Auditores Independentes      |

----

|                                                    |
|----------------------------------------------------|
|                                                    |  |  |  |  |  |  |  |  |  |
| ASSETS                                             |   | Note |   | 12/31/2012 |   | 12/31/2011 |
| CURRENT ASSETS                                     |   |   |   | Unaudited |   |   |
| Cash and cash equivalents                          |   | 4 |  |   | 64,171 |  |   | 108,055 |  |
| Trade receivables                                  |   | 5 |  |   | 47,582 |  |   | 56,257 |  |
| Recoverable taxes                                  |   | 6 |  |   | 4,073 |  |   | 3,822 |  |
| Inventories                                        |   | 7 |  |   | 43,486 |  |   | 49,919 |  |
| Dividends and interest on capital receivable       |   | 12 |  |   | 7,927 |  |   | 5,489 |  |
| Prepaid expenses                                   |   |   |   | 294 |  |   | 342 |  |
| Other receivables                                  |   |   |   | 1,735 |  |   | 2,282 |  |
| Total current assets                               |   |   |   | 169,268 |  |   | 226,166 |  |
| NON-CURRENT ASSETS                                 |   |   |   |   |   |   |
| Amounts due from parent company                    |   | 12 |  |   | — |  |   | 44 |  |
| Recoverable taxes                                  |   | 6 |  |   | 857 |  |   | 1,590 |  |
| Retirement benefit plan                            |   | 13 |  |   | 640 |  |   | 441 |  |
| Escrow deposits                                    |   |   |   | 198 |  |   | 204 |  |
| Investments:                                       |   |   |   |   |   |   |
|   Investment in associate                |   | 8 |  |   | 128,805 |  |   | 146,126 |  |
|   Other investments                      |   |   |   | 26 |  |   | 26 |  |
| Total investments                                  |   |   |   | 128,831 |  |   | 146,152 |  |
| Property, plant and equipment                      |   | 9 |  |   | 90,506 |  |   | 89,597 |  |
| Intangible assets                                  |   | 10 |  |   | 10,174 |  |   | 10,177 |  |
| Total non-current assets                           |   |   |   | 231,206 |  |   | 248,205 |  |
| TOTAL ASSETS                                       |   |   |   | 400,474 |  |   | 474,371 |  |
|                                               |   |   |   |   |   |   |
| LIABILITIES AND EQUITY                             |   | Note |   | 12/31/2012 |  |   | 12/31/2011 |  |
| CURRENT LIABILITIES                                |   |   |   | Unaudited |   |   |
| Trade payables                                     |   |   |   | 17,793 |  |   | 23,942 |  |
| Borrowings and financing                           |   | 11 |  |   | 48,523 |  |   | 43,040 |  |
| Taxes and contributions payable                    |   |   |   | 3,427 |  |   | 4,546 |  |
| Salaries payable                                   |   |   |   | 1,358 |  |   | 1,669 |  |
| Accrued vacation and related charges               |   |   |   | 4,277 |  |   | 5,550 |  |
| Dividends and interest on capital payable          |   | 12 and 17 |  |   | 13,944 |  |   | 11,850 |  |
| Employee and management profit sharing             |   |   |   | 2,180 |  |   | 4,913 |  |
| Advances from customers                            |   |   |   | 719 |  |   | 46 |  |
| Amounts due to related parties                     |   | 12 |  |   | 150 |  |   | 150 |  |
| Other payables                                     |   |   |   | 1,552 |  |   | 2,336 |  |
| Total current liabilities                          |   |   |   | 93,923 |  |   | 98,042 |  |
| NON-CURRENT LIABILITIES                            |   |   |   |   |   |   |
| Borrowings and financing                           |   | 11 |  |   | 17,424 |  |   | 62,504 |  |
| Amounts due to related parties                     |   | 12 |  |   | 903 |  |   | 1,054 |  |
| Provision for tax, social security and labor risks |   | 14 |  |   | 118 |  |   | 690 |  |
| Contributions payable                              |   |   |   | 2,799 |  |   | 3,107 |  |
| Deferred taxes                                     |   | 20 |  |   | 3,956 |  |   | 2,305 |  |
| Other payables                                     |   |   |   | 152 |  |   | 93 |  |
| Total non-current liabilities                      |   |   |   | 25,352 |  |   | 69,753 |  |
| EQUITY                                             |   |   |   |   |   |   |
| Share capital                                      |   | 16 |  |   | 160,000 |  |   | 160,000 |  |
| Earnings reserve                                   |   |   |   | 105,945 |  |   | 129,216 |  |
| Retained earnings                                  |   |   |   | 15,254 |  |   | 17,360 |  |
| Total equity                                       |   |   |   | 281,199 |  |   | 306,576 |  |
| TOTAL LIABILITIES AND EQUITY                       |   |   |   | 400,474 |  |   | 474,371 |  |

----

|                                                  |
|--------------------------------------------------|
|                                                  |  |  |  |  |  |  |  |  |  |  |  |
|                                             | Note |   | 2012 |   | 2011 |   | 2010 |
|                                             |   |   | Unaudited |   |   |   |   |
| NET OPERATING REVENUE                            | 18 |  |   | 379,419 |  |   | 524,030 |  |   | 431,166 |  |
| COST OF SALES AND SERVICES                       | 19 |  |   | (316,358 | ) |   | (422,807 | ) |   | (347,602 | ) |
| GROSS PROFIT                                     |   |   | 63,061 |  |   | 101,223 |  |   | 83,564 |  |
|                                             |   |   |   |   |   |   |   |
| OPERATING INCOME (EXPENSES)                      |   |   |   |   |   |   |   |
| Selling expenses                                 | 19 |  |   | (13,034 | ) |   | (18,706 | ) |   | (14,520 | ) |
| General and administrative expenses              | 19 |  |   | (14,922 | ) |   | (15,213 | ) |   | (10,623 | ) |
| Equity in associate                              | 8 |  |   | 22,922 |  |   | 52,946 |  |   | 43,316 |  |
| Other operating expenses, net                    | 19 |  |   | (1,896 | ) |   | (7,264 | ) |   | (5,655 | ) |
|                                             |   |   | (6,930 | ) |   | 11,763 |  |   | 12,518 |  |
| OPERATING PROFIT BEFORE FINANCE INCOME (EXPENSE) |   |   | 56,131 |  |   | 112,986 |  |   | 96,082 |  |
|                                             |   |   |   |   |   |   |   |
| FINANCE INCOME (EXPENSE)                         |   |   |   |   |   |   |   |
| Finance income                                   | 21 |  |   | 15,054 |  |   | 17,073 |  |   | 11,282 |  |
| Finance costs                                    | 21 |  |   | (7,754 | ) |   | (6,441 | ) |   | (5,387 | ) |
| Foreign exchange gains                           | 21 |  |   | 488 |  |   | 596 |  |   | 96 |  |
|                                             |   |   | 7,788 |  |   | 11,228 |  |   | 5,991 |  |
| PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION |   |   | 63,919 |  |   | 124,214 |  |   | 102,073 |  |
|                                             |   |   |   |   |   |   |   |
| INCOME TAX AND SOCIAL CONTRIBUTION               |   |   |   |   |   |   |   |
| Current                                          | 20 |  |   | (8,743 | ) |   | (21,394 | ) |   | (16,467 | ) |
| Deferred                                         | 20 |  |   | (1,618 | ) |   | 1,713 |  |   | 1,107 |  |
| NET PROFIT FOR THE YEAR                          |   |   | 53,558 |  |   | 104,533 |  |   | 86,713 |  |

----

|                                                                                             |
|---------------------------------------------------------------------------------------------|
|                                                                                             |  |  |  |  |  |  |  |  |
|                                                                                        | 2012 |   | 2011 |   | 2010 |
|                                                                                        | Unaudited |   |   |   |   |
| NET PROFIT FOR THE YEAR                                                                     | 53,558 |  |   | 104,533 |  |   | 86,713 |  |
|                                                                                        |   |   |   |   |   |
| OTHER COMPREHENSIVE INCOME                                                                  |   |   |   |   |   |
| Actuarial gains (losses) on retirement benefit plan                                         | 97 |  |   | (1 | ) |   | 46 |  |
| Deferred income tax and social contribution on other comprehensive income                   | (33 | ) |   | 1 |  |   | (16 | ) |
| Other comprehensive income of associate accounted for under the equity method of accounting | 46 |  |   | — |  |   | 32 |  |
|                                                                                        | 110 |  |   | — |  |   | 62 |  |
| COMPREHENSIVE INCOME FOR THE YEAR                                                           | 53,668 |  |   | 104,533 |  |   | 86,775 |  |

----

|                                           |
|-------------------------------------------|
|                                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                      | Note |   | Capital |   | Earningsreserve |   | Retainedearnings(accumulated losses) |   | Total |
| BALANCES AT JANUARY 01, 2010              |   |   | 105,000 |  |   | 83,787 |  |   | 21,056 |  |   | 209,843 |  |
|                                      |   |   |   |   |   |   |   |   |   |
| Net profit for the year                   |   |   | — |  |   | — |  |   | 86,713 |  |   | 86,713 |  |
| Other comprehensive income                |   |   | — |  |   | — |  |   | 62 |  |   | 62 |  |
| Comprehensive income for the year         |   |   | — |  |   | — |  |   | 86,775 |  |   | 86,775 |  |
| Interest on capital                       | 17 |   | — |  |   | — |  |   | (10,990 | ) |   | (10,990 | ) |
| Payments of dividends                     | 17 |   | — |  |   | (8,400 | ) |   | (12,677 | ) |   | (21,077 | ) |
| Earnings reserve                          |   |   | — |  |   | 64,418 |  |   | (64,418 | ) |   | — |  |
| BALANCES AT DECEMBER 31, 2010             |   |   | 105,000 |  |   | 139,805 |  |   | 19,746 |  |   | 264,551 |  |
|                                      |   |   |   |   |   |   |   |   |   |
| Net profit for the year                   |   |   | — |  |   | — |  |   | 104,533 |  |   | 104,533 |  |
| Comprehensive income for the year         |   |   | — |  |   | — |  |   | 104,533 |  |   | 104,533 |  |
| Capital increase                          | 16 |  |   | 55,000 |  |   | (55,000 | ) |   | — |  |   | — |  |
| Interest on Capital                       | 17 |  |   | — |  |   | — |  |   | (13,943 | ) |   | (13,943 | ) |
| Prepaid Dividends                         | 17 |  |   | — |  |   | — |  |   | (27,088 | ) |   | (27,088 | ) |
| Payments of Dividends                     | 17 |  |   | — |  |   | (21,477 | ) |   | — |  |   | (21,477 | ) |
| Earnings reserve                          |   |   | — |  |   | 65,888 |  |   | (65,888 | ) |   | — |  |
| BALANCES AT DECEMBER 31, 2011             |   |   | 160,000 |  |   | 129,216 |  |   | 17,360 |  |   | 306,576 |  |
|                                      |   |   |   |   |   |   |   |   |   |
| Net profit for the year                   |   |   | — |  |   | — |  |   | 53,558 |  |   | 53,558 |  |
| Other comprehensive income                |   |   | — |  |   | — |  |   | 110 |  |   | 110 |  |
| Comprehensive income for the year         |   |   | — |  |   | — |  |   | 53,668 |  |   | 53,668 |  |
| Prepaid dividends                         | 17 |  |   | — |  |   | — |  |   | (1,205 | ) |   | (1,205 | ) |
| Interest on capital                       | 17 |  |   | — |  |   | — |  |   | (14,986 | ) |   | (14,986 | ) |
| Payments of dividends                     | 17 |  |   | — |  |   | (62,854 | ) |   | — |  |   | (62,854 | ) |
| Earnings Reserve                          |   |   | — |  |   | 39,583 |  |   | (39,583 | ) |   | — |  |
| BALANCES AT DECEMBER 31, 2012 (UNAUDITED) |   |   | 160,000 |  |   | 105,945 |  |   | 15,254 |  |   | 281,199 |  |
|                                      |   |   |   |   |   |   |   |   |   |

----

|                                                                                                                      |
|----------------------------------------------------------------------------------------------------------------------|
|                                                                                                                      |  |  |  |  |  |  |  |  |  |  |  |
|                                                                                                                 | Note |   | 2012 |   | 2011 |   | 2010 |
| CASH FLOWS FROM OPERATING ACTIVITIES                                                                                 |   |   | Unaudited |   |   |   |   |
| Profit before income tax and social contribution                                                                     |   |   | 63,919 |  |   | 124,214 |  |   | 102,073 |  |
| Adjustments to reconcile profit before income tax and social contribution to cash generated by operating activities: |   |   |   |   |   |   |   |
| Gain (loss) from sale of property, plant and equipment                                                               |   |   | (177 | ) |   | 288 |  |   | 45 |  |
| Depreciation of property, plant and equipment                                                                        | 9 |   | 9,468 |  |   | 8,916 |  |   | 8,317 |  |
| Amortization of intangible assets                                                                                    | 10 |   | 1,268 |  |   | 109 |  |   | 135 |  |
| Exchange differences on borrowings                                                                                   |   |   | (118 | ) |   | — |  |   | — |  |
| Interest and charges on borrowings and financing                                                                     |   |   | 3,387 |  |   | 4,025 |  |   | 7,002 |  |
| Share of profits of associate                                                                                        | 8 |   | (22,922 | ) |   | (52,946 | ) |   | (43,316 | ) |
| Changes in assets and liabilities                                                                                    |   |   |   |   |   |   |   |
| Decrease (increase) in trade receivables                                                                             |   |   | 8,675 |  |   | (17,952 | ) |   | (7,486 | ) |
| Decrease (increase) in inventories                                                                                   |   |   | 6,433 |  |   | (19,551 | ) |   | (6,238 | ) |
| Decrease (increase) in other receivables                                                                             |   |   | 952 |  |   | (2,682 | ) |   | 1,886 |  |
| (Decrease) increase in trade payables                                                                                |   |   | (6,149 | ) |   | 12,729 |  |   | 2,433 |  |
| (Decrease) increase in payables and provisions                                                                       |   |   | (6,597 | ) |   | 6,861 |  |   | 3,343 |  |
| Income tax and social contribution paid                                                                              |   |   | (9,660 | ) |   | (21,394 | ) |   | (16,466 | ) |
| Dividends and interest on capital received                                                                           |   |   | 36,781 |  |   | 34,801 |  |   | 7,215 |  |
| Interest paid on borrowings                                                                                          |   |   | (4,283 | ) |   | (4,691 | ) |   | (3,552 | ) |
| Net cash generated by operating activities                                                                           |   |   | 80,977 |  |   | 72,727 |  |   | 55,391 |  |
|                                                                                                                 |   |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                                                                 |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment                                                                            | 9 |   | (10,443 | ) |   | (14,658 | ) |   | (8,725 | ) |
| Purchase of intangible assets                                                                                        | 10 |   | (1,265 | ) |   | (5,868 | ) |   | (4,208 | ) |
|      Proceeds of property, plant and equipment                                              |   |   | 242 |  |   | — |  |   | — |  |
| Net cash used in investing activities                                                                                |   |   | (11,466 | ) |   | (20,526 | ) |   | (12,933 | ) |
|                                                                                                                 |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                                                                                 |   |   |   |   |   |   |   |
| Dividends and interest on capital paid                                                                               | 17 |  |   | (74,704 | ) |   | (70,585 | ) |   | (13,328 | ) |
| Borrowings from related parties                                                                                      |   |   | (107 | ) |   | (94 | ) |   | 570 |  |
| Third-party borrowings                                                                                               |   |   | 3,976 |  |   | 29,917 |  |   | 27,987 |  |
| Repayment of borrowings and financing                                                                                |   |   | (42,560 | ) |   | (8,657 | ) |   | (10,494 | ) |
| Net cash used in financing activities                                                                                |   |   | (113,395 | ) |   | (49,419 | ) |   | 4,735 |  |
|                                                                                                                 |   |   |   |   |   |   |   |
| NET INCREASE IN CASH AND CASH EQUIVALENTS                                                                            |   |   | (43,884 | ) |   | 2,782 |  |   | 47,193 |  |
| Cash and cash equivalents at the beginning of the year                                                               |   |   | 108,055 |  |   | 105,273 |  |   | 58,080 |  |
| Cash and cash equivalents at the end of the year                                                                     |   |   | 64,171 |  |   | 108,055 |  |   | 105,273 |  |

----

----

|    |                     |
|----|---------------------|
| 1. | GENERAL INFORMATION |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ▪ | Suspensys is jointly controlled as there is an agreement between Suspensys shareholders' (the Company, Randon and Meritor) that Suspensys' Consultative Board (i.e., governing body) is comprised of six members, which makes the significant decisions associated with Suspensys' operations. Three members of the consultative board are elected by Randon and the other three by Meritor and all decisions need to be agreed by at least four board members. |

|         |                                                                                                                                                            |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ▪ | In accordance with the articles of association, each matter discussed in Suspensys' shareholders meeting are approved by at least 80% of the shareholders. |

|    |                                      |
|----|--------------------------------------|
| 2. | PRESENTATION OF FINANCIAL STATEMENTS |

|    |                                 |
|----|---------------------------------|
| 3. | SIGNIFICANT ACCOUNTING POLICIES |

|      |                      |
|------|----------------------|
| 3.1. | Basis of preparation |

|      |                                               |
|------|-----------------------------------------------|
| 3.2. | Functional currency and presentation currency |

----

|      |                                                                 |
|------|-----------------------------------------------------------------|
| 3.3. | Critical accounting judgments and key estimates and assumptions |

|      |                     |
|------|---------------------|
| 3.4. | Revenue recognition |

|         |                                                                                                       |
|---------|-------------------------------------------------------------------------------------------------------|
| • | the Company has transferred to the buyer the significant risks and rewards of ownership of the goods; |

|         |                                                                                                                                                          |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |

|         |                                                 |
|---------|-------------------------------------------------|
| • | the amount of revenue can be measured reliably; |

|         |                                                                                                     |
|---------|-----------------------------------------------------------------------------------------------------|
| • | it is probable that the economic benefits associated with the transaction will flow to the Company; |

|         |                                                                                                  |
|---------|--------------------------------------------------------------------------------------------------|
| • | the costs incurred or to be incurred in respect of the transaction can be measured reliably; and |

|         |                                                                                                                |
|---------|----------------------------------------------------------------------------------------------------------------|
| • | Specifically, revenue from the sale of goods is recognized when goods are delivered and legal title is passed. |

|      |                  |
|------|------------------|
| 3.5. | Foreign currency |

|      |                                |
|------|--------------------------------|
| 3.6. | Current and non-current assets |

|         |                           |
|---------|---------------------------|
| • | Cash and cash equivalents |

|         |                   |
|---------|-------------------|
| • | Trade receivables |

----

|         |             |
|---------|-------------|
| • | Inventories |

|         |                           |
|---------|---------------------------|
| • | Investments in associates |

|         |                               |
|---------|-------------------------------|
| • | Property, plant and equipment |

|         |                   |
|---------|-------------------|
| • | Intangible assets |

----

|      |                                              |
|------|----------------------------------------------|
| 3.7. | Impairment of tangible and intangible assets |

|      |                           |
|------|---------------------------|
| 3.8. | Discount to present value |

|      |                 |
|------|-----------------|
| 3.9. | Borrowing costs |

|       |                         |
|-------|-------------------------|
| 3.10. | Retirement benefit plan |

|       |                       |
|-------|-----------------------|
| 3.11. | Financial instruments |

----

|       |            |
|-------|------------|
| 3.12. | Provisions |

|       |                          |
|-------|--------------------------|
| 3.13. | Tax incentive (FUNDOPEM) |

|       |                                    |
|-------|------------------------------------|
| 3.14. | Income tax and social contribution |

----

|       |                                                                                                                                   |
|-------|-----------------------------------------------------------------------------------------------------------------------------------|
| 3.15. | Standards, interpretations and amendments to existing standards not yet effective and which were not early adopted by the Company |

|                                                                                                   |
|---------------------------------------------------------------------------------------------------|
|                                                                                                   |  |  |
| Standard                                                                                          | Main requirements | Effective for annual periods beginning on or after |
| IFRS 9 - Financial Instruments                                                                    | Financial instruments | January 1, 2015 |
| IFRS 10 - Consolidated Financial Statements                                                       | Replaces the IAS 27 requirements applicable to consolidated financial statements and SIC 12.IFRS 10 provides a single consolidation model that identifies control as the basis for consolidation for all types of entities. | January 1, 2013 |
| IFRS 11 - Joint Arrangements                                                                      | Eliminates the proportionate consolidation model for jointly controlled entities and maintains equity method model only. It also eliminates the concept of 'jointly controlled assets' and maintains only 'jointly controlled operations' and 'jointly controlled entities'. | January 1, 2013 |
| IFRS 12 - Disclosure of Interests in Other Entities                                               | Expands the current disclosure requirements in respect of entities, whether or not consolidated, where the entities have influence. | January 1, 2013 |
| IFRS 13 - Fair Value Measurement                                                                  | Replaces and consolidates in a single standard all the guidance and requirements in respect of fair value measurement contained in other IFRSs. IFRS 13 defines fair value and provides guidance on how to measure fair value and requirements for disclosure relating to fair value measurement. However, it does not introduce any new requirement or amendment with respect to items to be measured at fair value, which remain as originally issued. | January 1, 2013 |
| Amendments to IFRS 7 - Disclosure - offset of financial assets and financial liabilities          | Replaces and consolidates in a single standard all the guidance and requirements in respect of fair value measurement contained in other IFRSs. IFRS 13 defines fair value and provides guidance on how to measure fair value and requirements for disclosure relating to fair value measurement. However, it does not introduce any new requirement or amendment with respect to items to be measured at fair value, which remain as originally issued. | January 1, 2013 |
| Amendments to IFRS 9 and IFRS 7 - Date of mandatory adoption of IFRS 9 and Transition Disclosures | Date of mandatory adoption of IFRS 9 and Transition Disclosures | January 1, 2015 |

----

|                                                                                                                                                        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                        |  |  |
| Amendments to IFRS 10,11 and 12 - Consolidated Financial Statements, Joint Ventures and Disclosure of Interests in Other Entities: transition guidance | Amends IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities to provide additional transition relief in by limiting the requirement to provide adjusted comparative information to only the preceding comparative period. Also, amendments to IFRS 11 and IFRS 12 eliminate the requirement to provide comparative information for periods prior to the immediately preceding period. | January 1, 2013 |
| Amendments to IAS 19 - Employee Benefits -                                                                                                             | Eliminates the corridor approach and requires recognition of actuarial gains and losses as other comprehensive income for pension plans and other long-term benefits in profit or loss, when earned or incurred, among other changes. | January 1, 2013 |
| IAS 27 - Separate Financial Statements                                                                                                                 | IAS 27 requirements related to consolidated financial statements are replaced by IFRS 10.The requirements for separate financial statements are maintained. | January 1, 2013 |
| Amendments to IAS 28 - Investments in Associates and Joint Ventures                                                                                    | Revision of IAS 28 to include the amendments introduced by IFRSs 10, 11 and 12. | January 1, 2013 |
| Amendments to IAS 32 - Financial Assets                                                                                                                | Clarifies aspects and requirements regarding the offset of financial assets. | January 1, 2014 |
| IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine                                                                                   | Clarifies the requirements to account for costs associated to the removal of surface mining waste, including when such stripping costs shall be recognized as an asset, how the asset is initially recognized, and subsequent measurements. | January 1, 2013 |
| Annual improvements in several accounting pronouncements.                                                                                              |   |

----

|    |                           |
|----|---------------------------|
| 4. | CASH AND CASH EQUIVALENTS |

|                                 |
|---------------------------------|
|                                 |  |  |  |  |  |
|                            | 12/31/2012 |   | 12/31/2011 |
|                            | Unaudited |   |   |
| Cash and banks                  | 393 |  |   | 1,971 |  |
| Cash in transit                 | 2,040 |  |   | 2,751 |  |
| Short-term investments:         |   |   |   |
| CDB - 75.00% to 97.49% of CDI   | — |  |   | 2,006 |  |
| CDB -  97.50% to 99.99% of CDI  | 12,612 |  |   | 64 |  |
| CDB - 100.00% to 100.99% of CDI | 3,464 |  |   | 3,465 |  |
| CDB - 102.00% to 102.99% of CDI | 6,354 |  |   | 36,643 |  |
| CDB - 103.00% to 103.99% of CDI | 36,550 |  |   | 5,531 |  |
| CDB - 104.00% to 104.99% of CDI | — |  |   | 2,565 |  |
| CDB - 105.00% to 105.99% of CDI | 2,758 |  |   | 46,016 |  |
| CDB - 106.00% to 106.99% of CDI | — |  |   | 7,043 |  |
|                            | 61,738 |  |   | 103,333 |  |
| Total                           | 64,171 |  |   | 108,055 |  |

|    |                   |
|----|-------------------|
| 5. | TRADE RECEIVABLES |

|                                                         |
|---------------------------------------------------------|
|                                                         |  |  |  |  |  |
|                                                    | 12/31/2012 |   | 12/31/2011 |
|                                                    | Unaudited |   |   |
| Trade receivables from third parties – domestic   | 26,889 |  |   | 32,555 |  |
| Trade receivables from third parties – foreign    | 439 |  |   | 1,814 |  |
| Trade receivables from related parties – domestic | 15,757 |  |   | 14,829 |  |
| Trade receivables from related parties – foreign  | 4,497 |  |   | 7,059 |  |
| Total                                                   | 47,582 |  |   | 56,257 |  |

|                  |
|------------------|
|                  |  |  |  |  |  |
|             | 12/31/2012 |   | 12/31/2011 |
|             | Unaudited |   |   |
| 1 to 30 days     | 12,127 |  |   | 16,815 |  |
| 31 to 60 days    | 842 |  |   | 1,302 |  |
| 61 to 90 days    | 585 |  |   | 739 |  |
| 91 to 180 days   | 208 |  |   | 512 |  |
| Over 180 days    | 1 |  |   | 67 |  |
| Past-due amounts | 13,763 |  |   | 19,435 |  |
| Current amounts  | 33,819 |  |   | 36,822 |  |
| Total            | 47,582 |  |   | 56,257 |  |

----

|    |                   |
|----|-------------------|
| 6. | RECOVERABLE TAXES |

|                                                                       |
|-----------------------------------------------------------------------|
|                                                                       |  |  |  |  |  |
|                                                                  | 12/31/2012 |  |   | 12/31/2011 |  |
|                                                                  | Unaudited |   |   |
| Federal VAT (IPI)                                                     | 69 |  |   | 286 |  |
| State VAT (ICMS)                                                      | 907 |  |   | 2,782 |  |
| Tax on revenue (PIS)                                                  | — |  |   | 282 |  |
| Tax on revenue (COFINS)                                               | — |  |   | 1,317 |  |
| Taxes recoverable on imports                                          | 1,517 |  |   | — |  |
| State VAT (ICMS) on purchases of property, plant and equipment   | 1,254 |  |   | 280 |  |
| Tax on revenue (PIS) on purchases of property, plant and equipment    | 211 |  |   | 83 |  |
| Tax on revenue (COFINS) on purchases of property, plant and equipment | 972 |  |   | 382 |  |
| Total                                                                 | 4,930 |  |   | 5,412 |  |
|                                                                  |   |   |   |
| Current                                                               | 4,073 |  |   | 3,822 |  |
| Non-current                                                           | 857 |  |   | 1,590 |  |

|    |             |
|----|-------------|
| 7. | INVENTORIES |

|                        |
|------------------------|
|                        |  |  |  |  |  |
|                   | 12/31/2012 |  |   | 12/31/2011 |  |
|                   | Unaudited |   |   |
| Finished products      | 5,462 |  |   | 7,636 |  |
| Work in process        | 8,402 |  |   | 11,449 |  |
| Raw materials          | 17,440 |  |   | 27,478 |  |
| Inventories in transit | 5,441 |  |   | 875 |  |
| Advances to suppliers  | 702 |  |   | 558 |  |
| Imports in transit     | 6,039 |  |   | 1,923 |  |
| Total                  | 43,486 |  |   | 49,919 |  |

----

|                                |
|--------------------------------|
|                                |  |  |  |  |  |  |  |  |
|                           | 12/31/2012 |   | 12/31/2011 |   | 12/31/2010 |
|                           | Unaudited |   |   |   |   |
| Opening balance                | 146,126 |  |   | 120,002 |  |   | 96,851 |  |
| Interest on capital receivable | (7,125 | ) |   | (6,457 | ) |   | (5,100 | ) |
| Equity in associate            | 22,922 |  |   | 52,946 |  |   | 43,316 |  |
| Dividends receivable           | (1,871 | ) |   | — |  |   | (10,102 | ) |
| Dividends received             | (31,293 | ) |   | (20,363 | ) |   | (4,995 | ) |
| Other comprehensive income     | 46 |  |   | (2 | ) |   | 32 |  |
| Closing balance                | 128,805 |  |   | 146,126 |  |   | 120,002 |  |

|                                                                    |
|--------------------------------------------------------------------|
|                                                                    |  |  |  |  |  |  |  |  |
|                                                               | 12/31/2012 |   | 12/31/2011 |   | 12/31/2010 |
|                                                               | Unaudited |   |   |   |   |
| Suspensys' net income                                              | 43,106 |  |   | 99,566 |  |   | 93,218 |  |
| (Less) Disproportional dividend to Randon related to tax incentive | — |  |   | — |  |   | (11,763 | ) |
| Basis for equity method                                            | 43,106 |  |   | 99,566 |  |   | 81,455 |  |
| Master ownership on Suspensys                                      | 53.177 | % |   | 53.177 | % |   | 53.177 | % |
| Equity in associate for the year                                   | 22,922 |  |   | 52,946 |  |   | 43,316 |  |

----

|                                                     |
|-----------------------------------------------------|
|                                                     |  |  |  |  |  |
|                                                | 12/31/2012 |   | 12/31/2011 |
|                                                | Unaudited |   |   |
| ASSETS                                              |   |   |   |
| CURRENT ASSETS                                      |   |   |   |
| Cash and cash equivalents                           | 79,719 |  |   | 132,773 |  |
| Trade receivables                                   | 85,909 |  |   | 141,114 |  |
| Inventories                                         | 50,176 |  |   | 72,272 |  |
| Other current assets                                | 6,850 |  |   | 10,170 |  |
| Total current assets                                | 222,654 |  |   | 356,329 |  |
|                                                |   |   |   |
| NON-CURRENT ASSETS                                  |   |   |   |
| Property, plant and equipment and intangible assets | 207,997 |  |   | 134,610 |  |
| Other non-current assets                            | 7,972 |  |   | 17,062 |  |
| Total non-current assets                            | 215,969 |  |   | 151,672 |  |
| Total assets                                        | 438,623 |  |   | 508,001 |  |

|                                                       |
|-------------------------------------------------------|
|                                                       |  |  |  |  |  |
|                                                  | 12/31/2012 |   | 12/31/2011 |
| LIABILITIES                                           | Unaudited |   |   |
| CURRENT LIABILITIES                                   |   |   |   |
| Trade payables                                        | 37,779 |  |   | 52,139 |  |
| Borrowings and financing                              | 24,466 |  |   | 49,528 |  |
| Dividends and Interest on capital                     | 14,908 |  |   | 10,321 |  |
| Other current liabilities                             | 20,093 |  |   | 32,888 |  |
| Total current liabilities                             | 97,246 |  |   | 144,876 |  |
| NON-CURRENT LIABILITIES                               |   |   |   |
| Borrowings and financing                              | 87,473 |  |   | 78,104 |  |
| Deferred taxes                                        | 6,436 |  |   | 5,650 |  |
| Other non-current liabilities                         | 5,248 |  |   | 4,580 |  |
| Total non-current liabilities                         | 99,157 |  |   | 88,334 |  |
|                                                  |   |   |   |
| SHAREHOLDERS’  EQUITY                           | 242,220 |  |   | 274,791 |  |
|                                                  |   |   |   |
| Total liabilities and shareholders’ equity      | 438,623 |  |   | 508,001 |  |
| Company's share in associate's net assets             | 128,805 |  |   | 146,126 |  |
| Company's share in associate's contingent liabilities | 490 |  |   | 416 |  |

----

|                                    |
|------------------------------------|
|                                    |  |  |  |  |  |  |  |  |
|                               | 12/31/2012 |  |   | 12/31/2011 |  |   | 12/31/2010 |  |
| STATEMENTS OF INCOME               | Unaudited |   |   |   |   |
| Net operating revenue              | 730,941 |  |   | 1,168,437 |  |   | 1,011,273 |  |
| Cost of sales                      | (621,150 | ) |   | (957,958 | ) |   | (839,460 | ) |
| GROSS PROFIT                       | 109,791 |  |   | 210,479 |  |   | 171,813 |  |
| Operating expenses, net            | (60,634 | ) |   | (86,085 | ) |   | (53,646 | ) |
| Finance income, net                | 6,888 |  |   | 15,953 |  |   | 5,924 |  |
| PROFIT BEFORE TAXES                | 56,045 |  |   | 140,347 |  |   | 124,091 |  |
| Income tax and social contribution | (12,939 | ) |   | (40,781 | ) |   | (30,873 | ) |
| NET PROFIT FOR THE YEAR            | 43,106 |  |   | 99,566 |  |   | 93,218 |  |

|    |                               |
|----|-------------------------------|
| 9. | PROPERTY, PLANT AND EQUIPMENT |

|                          |
|--------------------------|
|                          |  |  |  |  |  |
|                     | 12/31/2012 |   | 12/31/2011 |
|                     | Unaudited |   |   |
| Cost                     | 178,303 |  |   | 168,301 |  |
| Accumulated depreciation | (87,797 | ) |   | (78,704 | ) |
|                     | 90,506 |  |   | 89,597 |  |

|                                           |
|-------------------------------------------|
|                                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                      | Annualdepreciationrate (%) |   | 12/31/2012 |   | 12/31/2011 |
|                                      |   | Cost |   | Accumulateddepreciation |   | Net |   | Net |
|                                      |   |   |   |   | Unaudited |   |   |   |   |
| Land                                      | — | % |   | 4,400 |  |   | — |  |   | 4,400 |  |   | 4,400 |  |
| Buildings                                 | 2 | % |   | 28,056 |  |   | (5,747 | ) |   | 22,309 |  |   | 22,726 |  |
| Machinery and equipment                   | 9 | % |   | 110,135 |  |   | (63,924 | ) |   | 46,211 |  |   | 49,895 |  |
| Molds                                     | 16 | % |   | 17,633 |  |   | (13,007 | ) |   | 4,626 |  |   | 5,154 |  |
| Furniture and fixtures                    | 11 | % |   | 6,259 |  |   | (2,940 | ) |   | 3,319 |  |   | 3,723 |  |
| Vehicles                                  | 11 | % |   | 1,894 |  |   | (1,320 | ) |   | 574 |  |   | 616 |  |
| Computer equipment                        | 17 | % |   | 1,496 |  |   | (859 | ) |   | 637 |  |   | 761 |  |
| Advances to suppliers                     | — | % |   | 1,461 |  |   | — |  |   | 1,461 |  |   | — |  |
| Property, plant and equipment in progress | — | % |   | 6,969 |  |   | — |  |   | 6,969 |  |   | 2,322 |  |
| Total                                     |   |   | 178,303 |  |   | (87,797 | ) |   | 90,506 |  |   | 89,597 |  |

|    |                       |
|----|-----------------------|
| a) |  Movement in cost |

----

|                                           |
|-------------------------------------------|
|                                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                      | Balances at |   |   |   |   |   |   |   | Balances at |
|                                      | 1/1/2012 |   | Additions |   | Disposals |   | Transfers |   | 12/31/2012 |
|                                      |   |   |   |   |   |   |   |   | Unaudited |
| Land                                      | 4,400 |  |   | — |  |   | — |  |   | — |  |   | 4,400 |  |
| Buildings                                 | 28,015 |  |   | 41 |  |   | — |  |   | — |  |   | 28,056 |  |
| Machinery and equipment                   | 107,317 |  |   | 3,220 |  |   | (402 | ) |   | — |  |   | 110,135 |  |
| Molds                                     | 16,808 |  |   | 825 |  |   | — |  |   | — |  |   | 17,633 |  |
| Furniture and fixtures                    | 6,162 |  |   | 97 |  |   | — |  |   | — |  |   | 6,259 |  |
| Vehicles                                  | 1,835 |  |   | 94 |  |   | (35 | ) |   | — |  |   | 1,894 |  |
| Computer equipment                        | 1,442 |  |   | 58 |  |   | (4 | ) |   | — |  |   | 1,496 |  |
| Advances to suppliers                     | — |  |   | 1,461 |  |   | — |  |   | — |  |   | 1,461 |  |
| Property, plant and equipment in progress | 2,322 |  |   | 4,647 |  |   | — |  |   | — |  |   | 6,969 |  |
| Total                                     | 168,301 |  |   | 10,443 |  |   | (441 | ) |   | — |  |   | 178,303 |  |

|                                               |
|-----------------------------------------------|
|                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                          | Balance at01/01/2011 |   | Additions |   | Disposals |   | Transfers |   | Balance at12/31/2011 |
|                                          |   |   |   |   |   |   |   |   |   |
| Land                                          | 4,400 |  |   | — |  |   | — |  |   | — |  |   | 4,400 |  |
| Buildings                                     | 26,481 |  |   | 1,015 |  |   | — |  |   | 519 |  |   | 28,015 |  |
| Machinery, equipment, and molds               | 118,311 |  |   | 9,461 |  |   | (4,759 | ) |   | 1,112 |  |   | 124,125 |  |
| Furniture and fixtures                        | 5,295 |  |   | 1,206 |  |   | (303 | ) |   | (36 | ) |   | 6,162 |  |
| Vehicles                                      | 1,913 |  |   | 32 |  |   | (110 | ) |   | — |  |   | 1,835 |  |
| Computer equipment                            | 1,334 |  |   | 567 |  |   | (459 | ) |   | — |  |   | 1,442 |  |
| Advances to suppliers                         | 21 |  |   | — |  |   | — |  |   | (21 | ) |   | — |  |
| Property, plant and equipment in progress (*) | 1,519 |  |   | 2,377 |  |   | — |  |   | (1,574 | ) |   | 2,322 |  |
| Total                                         | 159,274 |  |   | 14,658 |  |   | (5,631 | ) |   | — |  |   | 168,301 |  |

|    |                                           |
|----|-------------------------------------------|
| b) |  Movement in accumulated depreciation |

----

|                                 |
|---------------------------------|
|                                 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                            | Balance at 01/01/2012 |   | Additions |   | Disposals |   | Transfers |   | Balance at 12/31/2012 |
|                            | Unaudited |
| Buildings                       | (5,289 | ) |   | (458 | ) |   | — |  |   | — |  |   | (5,747 | ) |
| Machinery and equipment         | (57,422 | ) |   | (6,871 | ) |   | 369 |  |   | — |  |   | (63,924 | ) |
| Molds                           | (11,654 | ) |   | (1,353 | ) |   | — |  |   | — |  |   | (13,007 | ) |
| Furniture and fixtures          | (2,439 | ) |   | (501 | ) |   | — |  |   | — |  |   | (2,940 | ) |
| Vehicles                        | (1,219 | ) |   | (104 | ) |   | 3 |  |   | — |  |   | (1,320 | ) |
| Computer equipment              | (681 | ) |   | (181 | ) |   | 3 |  |   | — |  |   | (859 | ) |
| Total                           | (78,704 | ) |   | (9,468 | ) |   | 375 |  |   | — |  |   | (87,797 | ) |
|                            |   |   |   |   |   |   |   |   |   |
|                            | Balance at 01/01/2011 |   | Additions |   | Disposals |   | Transfers |   | Balance at 12/31/2011 |
|                            |   |   |   |   |   |   |   |   |   |
| Buildings                       | (4,841 | ) |   | (451 | ) |   | — |  |   | 3 |  |   | (5,289 | ) |
| Machinery, equipment, and molds | (65,905 | ) |   | (7,737 | ) |   | 4,595 |  |   | (29 | ) |   | (69,076 | ) |
| Furniture and fixtures          | (2,260 | ) |   | (481 | ) |   | 276 |  |   | 26 |  |   | (2,439 | ) |
| Vehicles                        | (1,146 | ) |   | (96 | ) |   | 23 |  |   | — |  |   | (1,219 | ) |
| Computer equipment              | (976 | ) |   | (151 | ) |   | 446 |  |   | — |  |   | (681 | ) |
| Total                           | (75,128 | ) |   | (8,916 | ) |   | 5,340 |  |   | — |  |   | (78,704 | ) |

|    |                              |
|----|------------------------------|
| c) | Assets pledged as collateral |

|     |                   |
|-----|-------------------|
| 10. | INTANGIBLE ASSETS |

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                          | Annual amortization rate |   | Balance at 12/31/2010 |   | Additions |   | Balance at 12/31/2011 |   | Additions |   | Transfers |   | Balance at 12/31/2012 |
| Software:                     |   |   |   |   |   |   |   |   |   |   |   |   | Unaudited |
| Cost                          | 12.7 | % |   | 1,347 |  |   | 5 |  |   | 1,352 |  |   |   |   | 11,262 |  |   | 12,614 |  |
| Accumulated amortization      |   |   | (1,083 | ) |   | (109 | ) |   | (1,192 | ) |   | (1,268 | ) |   | — |  |   | (2,460 | ) |
|                          |   |   | 264 |  |   | (104 | ) |   | 160 |  |   | (1,268 | ) |   | 11,262 |  |   | 10,154 |  |
| Intangible assets in progress |   |   | 4,154 |  |   | 5,863 |  |   | 10,017 |  |   | 1,265 |  |   | (11,262 | ) |   | 20 |  |
|                          |   |   | 4,418 |  |   | 5,759 |  |   | 10,177 |  |   | (3 | ) |   | — |  |   | 10,174 |  |

----

|     |                          |
|-----|--------------------------|
| 11. | BORROWINGS AND FINANCING |

|                                 |
|---------------------------------|
|                                 |  |  |  |  |  |  |  |  |  |  |  |
| Type:                           | Annual financial charges |   | Payment frequency |   | Final maturity |   | 12/31/2012 |   | 12/31/2011 |
| Working capital / exports       |   |   |   |   |   |   | Unaudited |   |   |
| Advance of forex contract (ACC) | US dollar plus 2.90% |   | Monthly |   | 09/2012 |   | — |  |   | 3,752 |  |
| Bank Credit Note - Exin         | 4.50% to 9% |   | Bullet upon maturity |   | 11/2013 |   | 46,054 |  |   | 78,519 |  |
| Financing                       |   |   |   |   |   |   |   |   |   |
| BNDES financing                 | TJLP plus 2.5% to 5% |   | Monthly |   | 04/2013 |   | 1,741 |  |   | 6,973 |  |
| FININP                          | US dollar plus LIBOR + 1% to 4.4% |   | Quarterly |   | 12/2013 |   | 410 |  |   | 1,239 |  |
| BNDES financing                 | US dollar plus 2.5% p.a. |   | Monthly |   | 04/2013 |   | 176 |  |   | 653 |  |
| FUNDOPEM - ICMS (a)             | IPCA plus 3% |   | Monthly |   | 02/2021 |   | 17,566 |  |   | 14,408 |  |
| Total                           |   |   |   |   |   |   | 65,947 |  |   | 105,544 |  |
|                            |   |   |   |   |   |   |   |   |   |
| Current                         |   |   |   |   |   |   | 48,523 |  |   | 43,040 |  |
| Non-current                     |   |   |   |   |   |   | 17,424 |  |   | 62,504 |  |

|                     |
|---------------------|
|                     |  |  |  |  |  |
| Maturity            | 12/31/2012 |   | 12/31/2011 |
|                | Unaudited |   |   |
| 2013                | — |  |   | 48,226 |  |
| 2014                | 337 |  |   | 310 |  |
| 2015                | 1,123 |  |   | 1,033 |  |
| 2016                | 2,214 |  |   | 1,907 |  |
| 2017                | 2,622 |  |   | 1,921 |  |
| 2018                | 2,637 |  |   | 9,107 |  |
| 2019 and thereafter | 8,491 |  |   | — |  |
| Total               | 17,424 |  |   | 62,504 |  |

|     |                       |
|-----|-----------------------|
| (a) | FUNDOPEM – ICMS |

----

|     |                            |
|-----|----------------------------|
| 12. | RELATED-PARTY TRANSACTIONS |

|                                              |
|----------------------------------------------|
|                                              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                         | Randon Group (*) |   | Meritor Group (**) |   | Total |
| Balance sheet                                | 12/31/2012 |  | 12/31/2011 |  |   |   | 12/31/2012 |  | 12/31/2011 |  |   |   | 12/31/2012 |  | 12/31/2011 |  |   |
|                                         | Unaudited |   |   |   | Unaudited |   |   |   | Unaudited |   |   |
| Trade receivables                            | 2,750 |  | 5,098 |  |   |   | 17,504 |  | 16,790 |  |   |   | 20,254 |  | 21,888 |  |   |
| Dividends and interest on capital receivable | 7,927 |  | 5,489 |  |   |   | — |  | — |  |   |   | 7,927 |  | 5,489 |  |   |
| Amounts due from parent company              | — |  | 44 |  |   |   | — |  | — |  |   |   | — |  | 44 |  |   |
| Other receivables                            | 43 |  | 52 |  |   |   | — |  | — |  |   |   | 43 |  | 52 |  |   |
| Trade payables                               | 54 |  | 1,557 |  |   |   | 387 |  | 1,048 |  |   |   | 441 |  | 2,605 |  |   |
| Dividends and interest on capital payable    | 7,111 |  | 6,043 |  |   |   | 6,833 |  | 5,807 |  |   |   | 13,944 |  | 11,850 |  |   |
| Amounts due to related parties - current     | 150 |  | 150 |  |   |   | — |  | — |  |   |   | 150 |  | 150 |  |   |
| Amounts due to related parties - non-current | 903 |  | 1,054 |  |   |   | — |  | — |  |   |   | 903 |  | 1,054 |  |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |
|                                         | 2012 | 2011 | 2010 |   | 2012 | 2011 | 2010 |   | 2012 | 2011 | 2010 |
|                                         | Unaudited |   |   |   | Unaudited |   |   |   | Unaudited |   |   |
| Sales of goods                               | 76,005 |  | 111,393 |  | 92,312 |  |   | 112,283 |  | 153,669 |  | 118,183 |  |   | 188,288 |  | 265,062 |  | 210,495 |  |
| Rental income                                | 384 |  | 276 |  | 256 |  |   | — |  | — |  | — |  |   | 384 |  | 276 |  | 256 |  |
| Purchases of products and services           | 28,881 |  | 48,205 |  | 29,231 |  |   | 7,258 |  | 4,227 |  | 3,708 |  |   | 36,139 |  | 52,432 |  | 32,939 |  |
| Commission expenses                          | 206 |  | 601 |  | 291 |  |   | — |  | — |  | — |  |   | 206 |  | 601 |  | 291 |  |
| Administrative expenses                      | 5,516 |  | 6,059 |  | 4,234 |  |   | — |  | — |  | — |  |   | 5,516 |  | 6,059 |  | 4,234 |  |

|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (*) Includes: | Randon S.A.Implementos e Participações (parent), Fras-Le S.A., Fras-Le Argentina S.A., Fras-Le Andina Comercio y RepresentacionLtda.,Controil.,Fras-le Europa.,Fras-leFnai.,Fras-le México.,Fras-lePinghu.,Fras-leAfrica.,Fras-leFasa., Jost Brasil Sistemas Automotivos Ltda., Randon Implementos para Transporte Ltda, Randon Argentina, e Suspensys Sistemas Automotivos Ltda., Castertech Fundição e Tecnologia Ltda., Banco Randon,and Randon Brantech Implementos para Transporte Ltda. |

|                |                                                                                                                                                                                                                             |
|----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (**) Includes: | Meritor do Brasil Sistemas Automotivos Ltda., Meritor Automotive Inc., Meritor Heavy Vehicle Systems LLC., Meritor HvsLtd, ArvinMeritorQri, Meritor Inc. Meritor CVS, Meritor Frankfurt, and Sisamex Sistemas Automotrices. |

----

|     |                         |
|-----|-------------------------|
| 13. | RETIREMENT BENEFIT PLAN |

|     |                                                    |
|-----|----------------------------------------------------|
| 14. | PROVISION FOR TAX, SOCIAL SECURITY AND LABOR RISKS |

|                                 |
|---------------------------------|
|                                 |  |  |  |  |  |  |
| Nature of  contingent liability |   | Likelihood of loss |
|                            | Probable |   | Possible |
| Unaudited                       |   |   |   |   |
| Tax                             |   | — |  |   | 15,567 |  |
| Social security                 |   | 57 |  |   | 2,397 |  |
| Labor                           |   | 61 |  |   | 312 |  |
| Total                           |   | 118 |  |   | 18,276 |  |

|                     |
|---------------------|
|                     |  |  |  |  |  |  |
| Nature of provision | Opening balance 01/01/2012 |   | Reversal of Provision |   | Closing balance 12/31/2012 |
|                     |   |   |   |   | Unaudited |
| Labor               | 265 |   | (204 | ) |   | 61 |
| Social security     | 425 |   | (368 | ) |   | 57 |
| Total               | 690 |   | (572 | ) |   | 118 |

----

|    |                                                                                                                                                                                                                                                                                                               |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| a) | IPI presumed credit - Refers to notices issued by the Federal Revenue Office in the total amount of R$1,476, through which the tax authorities denied the Company's request for refund of presumed credit and required the payment of the corresponding tax.The amount includes principal, fine and interest. |

|    |                                                                                                                                                                                                                                                                                                                                                            |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| b) | Income tax, social contribution and withholding income tax - assessment notices issued by the Brazilian Federal Revenue Service totaling R$5,597 (as adjusted), collecting these taxes on regular payments made to Company agents abroad as agency commission of sales and services.The related proceedings are being handled at the administrative level. |

|    |                                                                                                                                                                                                                                             |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| c) | PIS and COFINS - voluntary appeal requesting the judgment of the Noncompliance Claim regarding the offset of PIS and COFINS credits since the merits of such Noncompliance Claim has not been judged by the courts. Adjusted amount: R$808. |

|    |                                                                                                                                                                                                                             |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| d) | Administrative proceeding challenging an assessment notice collecting PIS-imports, COFINS-imports, Federal VAT (IPI), and import duties (II), plus fine for alleged noncompliance of Drawback Award Acts, totaling R$1,515. |

|    |                                                                                                                                                                                                                                                                                                                                                |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| e) | Disallowance of ICMS presumed credit on purchase of steel - refers to assessment notices issued by the Rio Grande do Sul State Department of Finance totaling R$6,171, through which this tax authority confirmed the award of the tax benefit in an amount higher than permitted by the law.The amount includes principal, fine and interest. |

|    |                                                                                                                                        |
|----|----------------------------------------------------------------------------------------------------------------------------------------|
| a) | Refers to INSS assessment notices totaling R$2,397 for the nonpayment of payroll taxes on the profit sharing bonuses paid to employee. |

|     |                       |
|-----|-----------------------|
| 15. | FINANCIAL INSTRUMENTS |

----

|                           |
|---------------------------|
|                           |  |  |  |  |  |
|                      | 12/31/2012 |   | 12/31/2011 |
|                      | Carryingamount |   | Carryingamount |
| Description               | Unaudited |   |   |
| Cash and cash equivalents | 64,171 |  |   | 108,055 |  |
| Trade receivables         | 47,582 |  |   | 56,257 |  |
| Trade payables            | (17,793 | ) |   | (23,942 | ) |
| Borrowings and financing  |   |   |   |
| In local currency         | (65,361 | ) |   | (99,900 | ) |
| In foreign currency       | (586 | ) |   | (5,644 | ) |

|    |             |
|----|-------------|
| a. | Credit risk |

----

|    |                            |
|----|----------------------------|
| b. | Foreign exchange rate risk |

|                          |
|--------------------------|
|                          |  |  |  |  |  |
|                     | 12/31/2012 |   | 12/31/2011 |
|                     | Unaudited |   |   |
| A.  Borrowings/financing | (586 | ) |   | (5,644 | ) |
| B. Trade payables        | (3,205 | ) |   | (1,344 | ) |
| C.  Trade receivables    | 4,936 |  |   | 8,873 |  |
| D.  Net exposure (A+B+C) | 1,145 |  |   | 1,885 |  |

|    |                    |
|----|--------------------|
| c. | Interest rate risk |

|    |            |
|----|------------|
| d. | Price risk |

----

|    |                |
|----|----------------|
| e. | Liquidity risk |

|                                                     |
|-----------------------------------------------------|
|                                                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Description                                         | Up to 1 month |   | From 1 to3 months |   | From 3monthsto 1 year |   | From 1 to5 years |   | Over 5 years |   | Total |
| Unaudited                                           |   |   |   |   |   |   |   |   |   |   |   |
| Trade payables                                      | 13,281 |  |   | 4,512 |  |   | — |  |   | — |  |   | — |  |   | 17,793 |  |
| Borrowings and financing                            | 568 |  |   | 1,825 |  |   | 46,131 |  |   | 8,933 |  |   | 10,704 |  |   | 68,161 |  |
| Intragroup Loans                                    | 545 |  |   |   |   |   |   |   |   |   |   | 545 |  |
| Interest to be incurred on borrowings and financing | 13 |  |   | 720 |  |   | 1,545 |  |   | 1,786 |  |   | 766 |  |   | 4,830 |  |
| Interest on capital                                 | — |  |   | — |  |   | 14,986 |  |   | — |  |   | — |  |   | 14,986 |  |
| Total                                               | 14,407 |  |   | 7,057 |  |   | 62,662 |  |   | 10,719 |  |   | 11,470 |  |   | 106,315 |  |

|     |              |
|-----|--------------|
| 16. |  CAPITAL |

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |
| Shareholder                                       | R$ |   | % |
| Unaudited                                         |   |   |   |
| Randon S.A. Implementos e Participações | 81,600 |  |   | 51 |
| Arvinmeritor do Brasil Sistemas Automotivos Ltda. | 78,400 |  |   | 49 |
| Total                                             | 160,000 |  |   | 100 |

|     |                                   |
|-----|-----------------------------------|
| 17. | DIVIDENDS AND INTEREST ON CAPITAL |

----

|                                            |
|--------------------------------------------|
|                                            |  |  |
| Interest on capital accrued at 12/31/2011: | 11,850 |  |
| Supplementary dividends:                   | 62,854 |  |
|                                       | 74,704 |  |

|     |                       |
|-----|-----------------------|
| 18. | NET OPERATING REVENUE |

|                                                                              |
|------------------------------------------------------------------------------|
|                                                                              |  |  |  |  |  |  |  |  |
|                                                                         | 2012 |   | 2011 |   | 2010 |
|                                                                         | Unaudited |   |   |   |   |
| Gross revenue for tax purposes                                               | 490,013 |  |   | 681,985 |  |   | 559,508 |  |
| Less:                                                                        |   |   |   |   |   |
|      Taxes on sales                                 | (100,838 | ) |   | (150,560 | ) |   | (123,614 | ) |
|      Sales returns                                  | (6,255 | ) |   | (2,136 | ) |   | (984 | ) |
|      Discount to present value on installment sales | (3,501 | ) |   | (5,259 | ) |   | (3,744 | ) |
| Net revenue recognized in the statement of income                            | 379,419 |  |   | 524,030 |  |   | 431,166 |  |

|     |                    |
|-----|--------------------|
| 19. | EXPENSES BY NATURE |

|                                       |
|---------------------------------------|
|                                       |  |  |  |  |  |  |  |  |
|                                  | 2012 |   | 2011 |   | 2010 |
|                                  | Unaudited |   |   |   |   |
| Raw materials and auxiliary materials | 235,145 |  |   | 328,256 |  |   | 274,454 |  |
| Depreciation and amortization         | 10,736 |  |   | 9,025 |  |   | 8,452 |  |
| Personnel and benefits                | 58,310 |  |   | 69,693 |  |   | 43,968 |  |
| Freight                               | 9,233 |  |   | 12,364 |  |   | 9,583 |  |
| Costs of outside services             | 12,118 |  |   | 16,912 |  |   | 11,307 |  |
| Electric Power                        | 4,013 |  |   | 4,295 |  |   | 3,494 |  |
| Rentals                               | 4,009 |  |   | 2,671 |  |   | 2,147 |  |
| Asset upkeep costs                    | 6,693 |  |   | 10,775 |  |   | 8,419 |  |
| Other expenses                        | 5,953 |  |   | 9,999 |  |   | 16,576 |  |
| Total                                 | 346,210 |  |   | 463,990 |  |   | 378,400 |  |

----

|                                     |
|-------------------------------------|
|                                     |  |  |  |  |  |  |  |  |
|                                | 2012 |  |   | 2011 |   | 2010 |
|                                | Unaudited |   |   |   |   |
| Cost of sales and services          | 316,358 |  |   | 422,807 |  |   | 347,602 |  |
| Selling expenses                    | 13,034 |  |   | 18,706 |  |   | 14,520 |  |
| General and administrative expenses | 14,922 |  |   | 15,213 |  |   | 10,623 |  |
| Other operating expenses, net       | 1,896 |  |   | 7,264 |  |   | 5,655 |  |
| Total                               | 346,210 |  |   | 463,990 |  |   | 378,400 |  |

----

|     |                                    |
|-----|------------------------------------|
| 20. | INCOME TAX AND SOCIAL CONTRIBUTION |

|                                                      |
|------------------------------------------------------|
|                                                      |  |  |  |  |  |  |  |  |
|                                                 | 2012 |   | 2011 |   | 2010 |
|                                                 | IRPJ/CSLL |   | IRPJ/CSLL |   | IRPJ/CSLL |
|                                                 | Unaudited |  |   |   |   |   |
| Profit before income tax and social contribution     | 63,919 |  |   | 124,214 |  |   | 102,073 |  |
| Applicable rate                                      | 34 | % |   | 34 | % |   | 34 | % |
| Income tax and social contribution at nominal rates  | (21,732 | ) |   | (42,233 | ) |   | (34,704 | ) |
| Effect of taxes on:                                  |   |   |   |   |   |
| Interest on capital expense (*)                      | 5,095 |  |   | 4,741 |  |   | 3,737 |  |
| Interest on capital income (*)                       | (2,423 | ) |   | (2,195 | ) |   | (1,734 | ) |
| Equity in associate                                  | 7,793 |  |   | 18,002 |  |   | 14,727 |  |
| Other                                                | 498 |  |   | 1,219 |  |   | 2,012 |  |
| Income tax and social contribution before deductions | (10,769 | ) |   | (20,466 | ) |   | (15,962 | ) |
|                                                 |   |   |   |   |   |
| Income tax deductions and other adjustments          | 408 |  |   | 785 |  |   | 602 |  |
| Income tax and social contribution expense           | (10,361 | ) |   | (19,681 | ) |   | (15,360 | ) |
|                                                 |   |   |   |   |   |
| Current income tax and social contribution           | (8,743 | ) |   | (21,394 | ) |   | (16,467 | ) |
| Deferred income tax and social contribution          | (1,618 | ) |   | 1,713 |  |   | 1,107 |  |

|                                              |
|----------------------------------------------|
|                                              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                         | 12/31/2012 |   | 12/31/2011 |   | 12/31/2010 |
| Temporary differences                        | Temporary differences |   | Deferred taxes |   | Temporary differences |   | Deferred taxes |   | Temporary differences |   | Deferred taxes |
|                                         | Unaudited |   |   |   |   |   |   |   |   |   |   |
| Provision for profit sharing                 | 2,180 |  |   | 741 |  |   | 4,913 |  |   | 1,670 |  |   | 3,887 |  |   | 1,322 |  |
| Provision for warranty claims                | 221 |  |   | 75 |  |   | 866 |  |   | 294 |  |   | 146 |  |   | 49 |  |
| Provision for tax and social security risks  | 118 |  |   | 40 |  |   | 690 |  |   | 235 |  |   | 443 |  |   | 151 |  |
| Provision for collective bargaining          | 282 |  |   | 96 |  |   | 152 |  |   | 52 |  |   | 115 |  |   | 39 |  |
| Provision for employee termination           | 223 |  |   | 76 |  |   | 126 |  |   | 43 |  |   | 282 |  |   | 96 |  |
| Deferred asset recorded for tax purposes     | — |  |   | — |  |   | 285 |  |   | 97 |  |   | 609 |  |   | 207 |  |
| Other temporary additions                    | 1,006 |  |   | 342 |  |   | 1,736 |  |   | 590 |  |   | 414 |  |   | 141 |  |
| Total assets                                 |   |   | 1,370 |  |   |   |   | 2,981 |  |   |   |   | 2,005 |  |
|                                         |   |   |   |   |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11,774           | (1,725 | ) |   | (431 | ) |   | (2,106 | ) |   | (526 | ) |   | (2,279 | ) |   | (570 | ) |
| Deemed cost of property, plant and equipment | (11,539 | ) |   | (3,923 | ) |   | (13,558 | ) |   | (4,610 | ) |   | (15,681 | ) |   | (5,331 | ) |
| Retirement benefit plan                      | (640 | ) |   | (218 | ) |   | (441 | ) |   | (150 | ) |   | (361 | ) |   | (123 | ) |
| Discount to present value - Fundopen         | (2,218 | ) |   | (754 | ) |   | — |  |   | — |  |   | — |  |   | — |  |
| Total liabilities                            |   |   | (5,326 | ) |   |   |   | (5,286 | ) |   |   |   | (6,024 | ) |
| Deferred income tax and contribution - net   |   |   | (3,956 | ) |   |   |   | (2,305 | ) |   |   |   | (4,019 | ) |

----

|                                              |
|----------------------------------------------|
|                                              |  |  |  |  |  |  |  |  |  |  |  |
| Temporary differences                        | Balances at1/1/2010 |   | Recognized profit for the year |   | Recognized in other comprehensive income |   | Balances at12/31/2010 |
|                                         |   |   |   |   |   |   |   |
| Accrued profit sharing                       | 946 |  |   | 376 |  |   | — |  |   | 1,322 |  |
| Provision for warranty claims                | 49 |  |   | — |  |   | — |  |   | 49 |  |
| Provision for tax and social security risks  | — |  |   | 151 |  |   | — |  |   | 151 |  |
| Provision for collective bargaining          | 21 |  |   | 18 |  |   | — |  |   | 39 |  |
| Provision for employee termination           | 75 |  |   | 21 |  |   | — |  |   | 96 |  |
| Deferred asset recorded for tax purposes     | 207 |  |   | — |  |   | — |  |   | 207 |  |
| Other temporary additions                    | 58 |  |   | 83 |  |   | — |  |   | 141 |  |
|                                         | 1,356 |  |   | 649 |  |   | — |  |   | 2,005 |  |
|                                         |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11774            | (315 | ) |   | (255 | ) |   | — |  |   | (570 | ) |
| Deemed cost of property, plant and equipment | (6,071 | ) |   | 740 |  |   | — |  |   | (5,331 | ) |
| Retirement benefit plan                      | (80 | ) |   | (27 | ) |   | (16 | ) |   | (123 | ) |
|                                         | (6,466 | ) |   | 458 |  |   | (16 | ) |   | (6,024 | ) |
| Net effect                                   |   |   | 1,107 |  |   | (16 | ) |   |   |

|                                              |
|----------------------------------------------|
|                                              |  |  |  |  |  |  |  |  |  |  |  |
| Temporary differences                        | Balance at 01/01/2011 |   | Recognizedin profit forthe year |   | Recognized inothercomprehensiveincome |   | Balance at 12/31/2011 |
|                                         |   |   |   |   |   |   |   |
| Accrued profit sharing                       | 1,322 |  |   | 348 |  |   | — |  |   | 1,670 |  |
| Provision for warranty claims                | 49 |  |   | 245 |  |   | — |  |   | 294 |  |
| Provision for tax and social security risks  | 151 |  |   | 84 |  |   | — |  |   | 235 |  |
| Provision for collective bargaining          | 39 |  |   | 13 |  |   | — |  |   | 52 |  |
| Provision for employee termination           | 96 |  |   | (53 | ) |   | — |  |   | 43 |  |
| Deferred asset recorded for tax purposes     | 207 |  |   | (110 | ) |   | — |  |   | 97 |  |
| Other temporary additions                    | 141 |  |   | 449 |  |   | — |  |   | 590 |  |
|                                         | 2,005 |  |   | 976 |  |   | — |  |   | 2,981 |  |
|                                         |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11774            | (570 | ) |   | 44 |  |   | — |  |   | (526 | ) |
| Deemed cost of property, plant and equipment | (5,331 | ) |   | 721 |  |   | — |  |   | (4,610 | ) |
| Retirement benefit plan                      | (123 | ) |   | (28 | ) |   | 1 |  |   | (150 | ) |
|                                         | (6,024 | ) |   | 737 |  |   | 1 |  |   | (5,286 | ) |
| Total recognized in the year                 |   |   | 1,713 |  |   | 1 |  |   |   |

----

|                                              |
|----------------------------------------------|
|                                              |  |  |  |  |  |  |  |  |  |  |  |
| Temporary differences                        | Balance at 01/01/2012 |   | Recognizedin profit forthe year |   | Recognized inothercomprehensiveincome |   | Balance at 12/31/2012 |
|                                         |   |   |   |   |   |   | Unaudited |
| Accrued profit sharing                       | 1,670 |  |   | (929 | ) |   | — |  |   | 741 |  |
| Provision for warranty claims                | 294 |  |   | (219 | ) |   | — |  |   | 75 |  |
| Provision for tax and social security risks  | 235 |  |   | (195 | ) |   | — |  |   | 40 |  |
| Provision for collective bargaining          | 52 |  |   | 44 |  |   | — |  |   | 96 |  |
| Provision for employee termination           | 43 |  |   | 33 |  |   | — |  |   | 76 |  |
| Deferred asset recorded for tax purposes     | 97 |  |   | (97 | ) |   | — |  |   | — |  |
| Other temporary additions                    | 590 |  |   | (248 | ) |   | — |  |   | 342 |  |
|                                         | 2,981 |  |   | (1,611 | ) |   | — |  |   | 1,370 |  |
|                                         |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11774            | (526 | ) |   | 96 |  |   | — |  |   | (431 | ) |
| Deemed cost of property, plant and equipment | (4,610 | ) |   | 687 |  |   | — |  |   | (3,923 | ) |
| Retirement benefit plan                      | (150 | ) |   | (36 | ) |   | (33 | ) |   | (218 | ) |
| Discount to present value - Fundopen         | — |  |   | (754 | ) |   | — |  |   | (754 | ) |
|                                         | (5,286 | ) |   | (7 | ) |   | (33 | ) |   | (5,326 | ) |
| Net Effect                                   | (2,305 | ) |   | (1,618 | ) |   | (33 | ) |   | (3,956 | ) |

|     |                           |
|-----|---------------------------|
| 21. | FINANCE INCOME (EXPENSES) |

|                                                                     |
|---------------------------------------------------------------------|
|                                                                     |  |  |  |  |  |  |  |  |
|                                                                | 2012 |   | 2011 |   | 2010 |
| Finance income                                                      | Unaudited |   |   |   |   |
|    Interest on short-term investments                | 7,440 |  |   | 11,670 |  |   | 7,211 |  |
|    Interest received and discounts obtained          | 946 |  |   | 238 |  |   | 409 |  |
|    Discount to present value - FUNDOPEN              | 3,003 |  |   | — |  |   | — |  |
|    Discount to present value of trade receivables    | 3,665 |  |   | 5,165 |  |   | 3,662 |  |
|                                                                | 15,054 |  |   | 17,073 |  |   | 11,282 |  |
| Finance expenses                                                    |   |   |   |   |   |
|    Interest on borrowings and financing              | (5,545 | ) |   | (4,691 | ) |   | (3,572 | ) |
|    Bank expenses                                     | (1,427 | ) |   | (337 | ) |   | (949 | ) |
|    Discount to present value of trade payables       | (782 | ) |   | (1,413 | ) |   | (866 | ) |
|                                                                | (7,754 | ) |   | (6,441 | ) |   | (5,387 | ) |
| Exchange differences                                                |   |   |   |   |   |
|    Exchange gains on items classified in liabilities | 3,163 |  |   | 4,619 |  |   | 3,728 |  |
|    Exchange losses on items classified in assets     | (2,675 | ) |   | (4,023 | ) |   | (3,632 | ) |
|                                                                | 488 |  |   | 596 |  |   | 96 |  |
|                                                                |   |   |   |   |   |
| Finance income, net                                                 | 7,788 |  |   | 11,228 |  |   | 5,991 |  |

----

----

|                              |
|------------------------------|
|                              |
| /s/ DELOITTE TOUCHE TOHMATSU |
| DELOITTE TOUCHE TOHMATSU     |
| Auditores Independentes      |

----

|                                                    |
|----------------------------------------------------|
|                                                    |  |  |  |  |  |  |  |  |
| ASSETS                                             |   | Note |   | 12/31/2012 |   | 12/31/2011 |
| CURRENT ASSETS                                     |   |   |   | Unaudited |   |   |
| Cash and cash equivalents                          |   | 4 |   | 79,719 |  |   | 132,773 |  |
| Trade receivables                                  |   | 5 |   | 85,909 |  |   | 141,114 |  |
| Recoverable taxes                                  |   | 6 |   | 5,772 |  |   | 7,797 |  |
| Inventories                                        |   | 7 |   | 50,176 |  |   | 72,272 |  |
| Amounts due from parent company                    |   | 11 |   | 54 |  |   | 62 |  |
| Other receivables                                  |   |   |   | 1,024 |  |   | 2,311 |  |
| Total current assets                               |   |   |   | 222,654 |  |   | 356,329 |  |
| NON-CURRENT ASSETS                                 |   |   |   |   |   |   |
| Amounts due from related parties                   |   | 11 |   | — |  |   | 52 |  |
| Recoverable taxes                                  |   | 6 |   | 6,566 |  |   | 1,606 |  |
| Retirement benefit plan                            |   | 21 |   | 1,071 |  |   | 761 |  |
| Other receivables                                  |   |   |   | 335 |  |   | 83 |  |
| Property, plant and equipment                      |   | 8 |   | 193,247 |  |   | 134,610 |  |
| Intangible assets                                  |   | 9 |   | 14,750 |  |   | 14,560 |  |
| Total non-current assets                           |   |   |   | 215,969 |  |   | 151,672 |  |
| TOTAL ASSETS                                       |   |   |   | 438,623 |  |   | 508,001 |  |
|                                               |   |   |   |   |   |   |
| LIABILITIES AND EQUITY                             |   | Note |   | 12/31/2012 |  |   | 12/31/2011 |  |
| CURRENT LIABILITIES                                |   |   |   | Unaudited |  |   |   |
| Trade payables                                     |   |   |   | 37,779 |  |   | 52,139 |  |
| Borrowings and financing                           |   | 10 |   | 24,466 |  |   | 49,528 |  |
| Advances from customers                            |   |   |   | 1,791 |  |   | 1,048 |  |
| Taxes and contributions payable                    |   |   |   | 3,393 |  |   | 5,096 |  |
| Salaries payable                                   |   |   |   | 1,312 |  |   | 1,837 |  |
| Accrued vacation and related taxes                 |   |   |   | 3,416 |  |   | 7,895 |  |
| Dividends and interest on capital payable          |   | 11 / 16 |   | 14,908 |  |   | 10,321 |  |
| Employee and management profit sharing             |   |   |   | 3,646 |  |   | 8,874 |  |
| Amounts due to related parties (intragroup loans)  |   | 11 |   | 3,437 |  |   | 4,942 |  |
| Other payables                                     |   |   |   | 3,098 |  |   | 3,196 |  |
| Total current liabilities                          |   |   |   | 97,246 |  |   | 144,876 |  |
| NON-CURRENT LIABILITIES                            |   |   |   |   |   |   |
| Borrowings and financing                           |   | 10 |   | 87,473 |  |   | 78,104 |  |
| Provision for tax, social security and labor risks |   | 12 |   | 922 |  |   | 782 |  |
| Contributions payable                              |   |   |   | 4,132 |  |   | 3,717 |  |
| Deferred taxes                                     |   | 19 |   | 6,436 |  |   | 5,650 |  |
| Other payables                                     |   |   |   | 194 |  |   | 81 |  |
| Total non-current liabilities                      |   |   |   | 99,157 |  |   | 88,334 |  |
| SHAREHOLDERS'  EQUITY                              |   |   |   |   |   |   |
| Capital                                            |   | 14 |   | 110,000 |  |   | 110,000 |  |
| Earnings reserve                                   |   |   |   | 118,333 |  |   | 149,329 |  |
| Retained earnings                                  |   |   |   | 13,887 |  |   | 15,462 |  |
| Total equity                                       |   |   |   | 242,220 |  |   | 274,791 |  |
| TOTAL LIABILITIES AND EQUITY                       |   |   |   | 438,623 |  |   | 508,001 |  |

----

|                                                  |
|--------------------------------------------------|
|                                                  |  |  |  |  |  |  |  |  |  |  |
|                                             | Note |   | 2012 |   | 2011 |   | 2010 |
|                                             |   |   | Unaudited |  |   |   |   |   |
| NET OPERATING REVENUE                            | 17 |   | 730,941 |  |   | 1,168,437 |  |   | 1,011,273 |  |
| COST OF SALES AND SERVICES                       | 18 |   | (621,150 | ) |   | (957,958 | ) |   | (839,460 | ) |
| GROSS PROFIT                                     |   |   | 109,791 |  |   | 210,479 |  |   | 171,813 |  |
|                                             |   |   |   |   |   |   |   |
| OPERATING INCOME (EXPENSES)                      |   |   |   |   |   |   |   |
| Selling expenses                                 | 17 |   | (35,650 | ) |   | (50,215 | ) |   | (34,721 | ) |
| General and administrative expenses              | 17 |   | (20,494 | ) |   | (22,763 | ) |   | (19,498 | ) |
| Tax incentive - Fundopem                         |   |   | — |  |   | — |  |   | 11,763 |  |
| Other operating expenses, net                    | 17 |   | (4,490 | ) |   | (13,107 | ) |   | (11,190 | ) |
|                                             |   |   | (60,634 | ) |   | (86,085 | ) |   | (53,646 | ) |
| OPERATING PROFIT BEFORE FINANCE INCOME (COSTS)   |   |   | 49,157 |  |   | 124,394 |  |   | 118,167 |  |
|                                             |   |   |   |   |   |   |   |
| FINANCE INCOME (EXPENSES)                        |   |   |   |   |   |   |   |
| Finance income                                   | 20 |   | 19,136 |  |   | 30,027 |  |   | 19,144 |  |
| Finance expenses                                 | 20 |   | (11,490 | ) |   | (14,713 | ) |   | (12,835 | ) |
| Foreign exchange gains/(loss)                    | 20 |   | (758 | ) |   | 639 |  |   | (385 | ) |
|                                             |   |   | 6,888 |  |   | 15,953 |  |   | 5,924 |  |
| PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION |   |   | 56,045 |  |   | 140,347 |  |   | 124,091 |  |
|                                             |   |   |   |   |   |   |   |
| INCOME TAX AND SOCIAL CONTRIBUTION               |   |   |   |   |   |   |   |
| Current                                          | 19 |   | (12,198 | ) |   | (42,246 | ) |   | (32,393 | ) |
| Deferred                                         | 19 |   | (741 | ) |   | 1,465 |  |   | 1,520 |  |
| NET PROFIT FOR THE YEAR                          |   |   | 43,106 |  |   | 99,566 |  |   | 93,218 |  |

----

|                                                                                  |
|----------------------------------------------------------------------------------|
|                                                                                  |  |  |  |  |  |  |  |  |
|                                                                             | 2012 |   | 2011 |   | 2010 |
|                                                                             | Unaudited |  |   |   |   |   |
| NET PROFIT FOR THE YEAR                                                          | 43,106 |  |   | 99,566 |  |   | 93,218 |  |
|                                                                             |   |   |   |   |   |
| OTHER COMPREHENSIVE INCOME                                                       |   |   |   |   |   |
| Actuarial gains (losses) on retirement benefit plan                              | 132 |  |   | (4 | ) |   | 92 |  |
| Deferred income tax and social contribution on other comprehensive income (loss) | (45 | ) |   | 1 |  |   | (31 | ) |
|                                                                             | 87 |  |   | (3 | ) |   | 61 |  |
| COMPREHENSIVE INCOME FOR THE YEAR                                                | 43,193 |  |   | 99,563 |  |   | 93,279 |  |

----

|                                           |
|-------------------------------------------|
|                                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                      |   |   |   |   | Capitalreserve |   |   |   |   |   |   |
|                                      | Note |   | Capital |   | Tax incentivesreserve |   | Earningsreserve |   | Retainedearnings |   | Total |
| BALANCES AT JANUARY 1, 2010               |   |   | 71,291 |  |   | 24,591 |  |   | 75,046 |  |   | 18,065 |  |   | 188,993 |  |
|                                      |   |   |   |   |   |   |   |   |   |   |   |
| Net profit for the year                   |   |   | — |  |   | — |  |   | — |  |   | 93,218 |  |   | 93,218 |  |
| Other comprehensive income                |   |   | — |  |   | — |  |   | — |  |   | 61 |  |   | 61 |  |
| Total comprehensive income                |   |   | — |  |   | — |  |   | — |  |   | 93,279 |  |   | 93,279 |  |
| Tax incentive - Fundopem                  | 15 |   | — |  |   | 11,763 |  |   | — |  |   | (11,763 | ) |   | — |  |
| Interest on capital                       | 16 |   | — |  |   | — |  |   | — |  |   | (9,591 | ) |   | (9,591 | ) |
| Dividends on earnings reserve             | 16 |   | — |  |   | — |  |   | (9,396 | ) |   | — |  |   | (9,396 | ) |
| Disproportionate dividends for Randon     | 16 |   | — |  |   | — |  |   | (8,750 | ) |   | (9,874 | ) |   | (18,624 | ) |
| Dividends paid on profit for the year     | 16 |   | — |  |   | — |  |   | — |  |   | (18,996 | ) |   | (18,996 | ) |
| Earnings reserve                          |   |   | — |  |   | — |  |   | 43,809 |  |   | (43,809 | ) |   | — |  |
| BALANCES AT DECEMBER 31, 2010             |   |   | 71,291 |  |   | 36,354 |  |   | 100,709 |  |   | 17,311 |  |   | 225,665 |  |
|                                      |   |   |   |   |   |   |   |   |   |   |   |
| Net profit for the year                   |   |   | — |  |   | — |  |   | — |  |   | 99,566 |  |   | 99,566 |  |
| Other comprehensive income                |   |   | — |  |   | — |  |   | — |  |   | (3 | ) |   | (3 | ) |
| Total comprehensive income                |   |   | — |  |   | — |  |   | — |  |   | 99,563 |  |   | 99,563 |  |
| Capital increase                          | 14/15 |   | 38,709 |  |   | (36,354 | ) |   | (2,355 | ) |   | — |  |   | — |  |
| Interest on capital                       | 16 |   | — |  |   | — |  |   | — |  |   | (12,143 | ) |   | (12,143 | ) |
| Dividends on earnings reserve             | 16 |   | — |  |   | — |  |   | (13,214 | ) |   | — |  |   | (13,214 | ) |
| Dividends paid on profit for the year     | 16 |   | — |  |   | — |  |   | — |  |   | (25,080 | ) |   | (25,080 | ) |
| Earnings reserve                          |   |   | — |  |   | — |  |   | 64,189 |  |   | (64,189 | ) |   | — |  |
| BALANCES AT DECEMBER 31, 2011             |   |   | 110,000 |  |   | — |  |   | 149,329 |  |   | 15,462 |  |   | 274,791 |  |
|                                      |   |   |   |   |   |   |   |   |   |   |   |
| Net profit for the year                   |   |   | — |  |   | — |  |   | — |  |   | 43,106 |  |   | 43,106 |  |
| Other comprehensive income                |   |   | — |  |   | — |  |   | — |  |   | 87 |  |   | 87 |  |
| Total comprehensive income                |   |   | — |  |   | — |  |   | — |  |   | 43,193 |  |   | 43,193 |  |
| Dividends on earnings reserve             | 16 |   | — |  |   | — |  |   | (58,846 | ) |   | — |  |   | (58,846 | ) |
| Dividends paid on profit for 2012         | 16 |   | — |  |   | — |  |   | — |  |   | (3,520 | ) |   | (3,520 | ) |
| Interest on capital                       | 16 |   | — |  |   | — |  |   | — |  |   | (13,398 | ) |   | (13,398 | ) |
| Earnings reserve                          |   |   | — |  |   | — |  |   | 27,850 |  |   | (27,850 | ) |   | — |  |
| BALANCES AT DECEMBER 31, 2012 (UNAUDITED) |   |   | 110,000 |  |   | — |  |   | 118,333 |  |   | 13,887 |  |   | 242,220 |  |

----

|                                                                           |
|---------------------------------------------------------------------------|
|                                                                           |  |  |  |  |  |  |  |  |  |  |
|                                                                      | Note |   | 2012 |   | 2011 |   | 2010 |
| CASH FLOWS FROM OPERATING ACTIVITIES                                      |   |   | Unaudited |   |   |   |   |
| Profit before income tax and social contribution                          |   |   | 56,045 |  |   | 140,347 |  |   | 124,091 |  |
| Adjustments to reconcile profit before income tax and social contribution |   |   |   |   |   |   |   |
| to cash generated by operating activities:                                |   |   |   |   |   |   |   |
| Depreciation of property, plant and equipment                             | 8 |   | 16,911 |  |   | 15,703 |  |   | 15,055 |  |
| Amortization of intangible assets                                         | 9 |   | 1,834 |  |   | 310 |  |   | 294 |  |
| Gain from sale of property, plant and equipment                           |   |   | (672 | ) |   | 146 |  |   | 27 |  |
| Provisions                                                                |   |   | 282 |  |   | (1,268 | ) |   | 927 |  |
| Exchanges differences on borrowings and financing                         |   |   | 1,121 |  |   | 1,728 |  |   | (139 | ) |
| Interest and charges allocated to borrowings and financing                |   |   | 3,895 |  |   | 6,782 |  |   | 7,239 |  |
| Changes in assets and liabilities                                         |   |   |   |   |   |   |   |
| Decrease (increase) in trade receivables                                  |   |   | 55,417 |  |   | (51,806 | ) |   | (18,251 | ) |
| Decrease (increase) in inventories                                        |   |   | 18,972 |  |   | (16,526 | ) |   | (75 | ) |
| Decrease (increase) in other receivables                                  |   |   | (2,060 | ) |   | (4,641 | ) |   | 7,438 |  |
| (Decrease) increase in trade payables                                     |   |   | (11,287 | ) |   | 16,485 |  |   | (13,261 | ) |
| (Decrease) increase in other payables and provisions                      |   |   | (14,878 | ) |   | 21 |  |   | 4,243 |  |
| Income tax and social contribution paid                                   |   |   | (11,858 | ) |   | (39,951 | ) |   | (29,935 | ) |
| Interest paid on financing                                                |   |   | (5,762 | ) |   | (7,278 | ) |   | (6,830 | ) |
| Net cash generated by operating activities                                |   |   | 107,960 |  |   | 60,052 |  |   | 90,823 |  |
|                                                                      |   |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                      |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment                                 | 8 |   | (77,029 | ) |   | (25,744 | ) |   | (18,391 | ) |
| Purchase of intangible assets                                             | 9 |   | (2,024 | ) |   | (8,478 | ) |   | (5,917 | ) |
| Sale of permanent assets                                                  |   |   | 2,153 |  |   | (29 | ) |   | — |  |
| Net cash used in investing activities                                     |   |   | (76,900 | ) |   | (34,251 | ) |   | (24,308 | ) |
|                                                                      |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                                      |   |   |   |   |   |   |   |
| Dividends Paid                                                            | 16 |   | (58,846 | ) |   | (67,165 | ) |   | (18,144 | ) |
| Interest on capital paid                                                  | 16 |   | (10,321 | ) |   | (8,152 | ) |   | (4,173 | ) |
| Financing repaid                                                          |   |   | (48,750 | ) |   | (13,928 | ) |   | (10,214 | ) |
| Third-party borrowings                                                    |   |   | 33,803 |  |   | 18,642 |  |   | 31,133 |  |
| Intragroup borrowings                                                     |   |   | — |  |   | — |  |   | 371 |  |
| Net cash used in financing activities                                     |   |   | (84,114 | ) |   | (70,603 | ) |   | (1,027 | ) |
|                                                                      |   |   |   |   |   |   |   |
| NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS                      |   |   | (53,054 | ) |   | (44,802 | ) |   | 65,488 |  |
| Cash and cash equivalents at the beginning of the year                    | 4 |   | 132,773 |  |   | 177,575 |  |   | 112,087 |  |
| Cash and cash equivalents at the end of the year                          | 4 |   | 79,719 |  |   | 132,773 |  |   | 177,575 |  |

----

----

|    |                                             |
|----|---------------------------------------------|
| 1. | GENERAL INFORMATION     |

|    |                                      |
|----|--------------------------------------|
| 2. | PRESENTATION OF FINANCIAL STATEMENTS |

|    |                                 |
|----|---------------------------------|
| 3. | SIGNIFICANT ACCOUNTING POLICIES |

|     |                      |
|-----|----------------------|
| 3.1 | Basis of preparation |

|     |                                      |
|-----|--------------------------------------|
| 3.2 | Functional and presentation currency |

|     |                                                                 |
|-----|-----------------------------------------------------------------|
| 3.3 | Critical accounting judgments and key estimates and assumptions |

|     |                     |
|-----|---------------------|
| 3.4 | Revenue recognition |

----

|         |                                                                                                       |
|---------|-------------------------------------------------------------------------------------------------------|
| • | the Company has transferred to the buyer the significant risks and rewards of ownership of the goods; |

|         |                                                                                                                                                          |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |

|         |                                                 |
|---------|-------------------------------------------------|
| • | the amount of revenue can be measured reliably; |

|         |                                                                                                     |
|---------|-----------------------------------------------------------------------------------------------------|
| • | it is probable that the economic benefits associated with the transaction will flow to the Company; |

|         |                                                                                                  |
|---------|--------------------------------------------------------------------------------------------------|
| • | the costs incurred or to be incurred in respect of the transaction can be measured reliably; and |

|         |                                                                                                                |
|---------|----------------------------------------------------------------------------------------------------------------|
| • | Specifically, revenue from the sale of goods is recognized when goods are delivered and legal title is passed. |

|     |                    |
|-----|--------------------|
| 3.5 | Foreign currencies |

|     |                                |
|-----|--------------------------------|
| 3.6 | Current and non-current assets |

|         |                           |
|---------|---------------------------|
| • | Cash and cash equivalents |

|         |                   |
|---------|-------------------|
| • | Trade receivables |

|         |             |
|---------|-------------|
| • | Inventories |

|         |                               |
|---------|-------------------------------|
| • | Property, plant and equipment |

----

|         |                   |
|---------|-------------------|
| • | Intangible assets |

|     |                                              |
|-----|----------------------------------------------|
| 3.7 | Impairment of tangible and intangible assets |

|     |                           |
|-----|---------------------------|
| 3.8 | Discount to present value |

----

----

|                                                     |
|-----------------------------------------------------|
|                                                     |  |  |
| Standard                                            | Main requirements | Effective date for annual periods beginning on or after |
| IFRS 9 - Financial Instruments                      | Financial instruments | January 1, 2015 |
| IFRS 10 - Consolidated Financial Statements         | Replaces the IAS 27 requirements applicable to consolidated financial statements and SIC 12.IFRS 10 provides a single consolidation model that identifies control as the basis for consolidation for all types of entities. | January 1, 2013 |
| IFRS 11 - Joint Arrangements                        | Eliminates the proportionate consolidation model for jointly controlled entities and maintains equity method model only. It also eliminates the concept of 'jointly controlled assets' and maintains only 'jointly controlled operations' and 'jointly controlled entities'. | January 1, 2013 |
| IFRS 12 - Disclosure of Interests in Other Entities | Expands the current disclosure requirements in respect of entities, whether or not consolidated, where the entities have influence. | January 1, 2013 |
| IFRS 13 - Fair Value Measurement                    | Replaces and consolidates in a single standard all the guidance and requirements in respect of fair value measurement contained in other IFRSs. IFRS 13 defines fair value and provides guidance on how to measure fair value and requirements for disclosure relating to fair value measurement. However, it does not introduce any new requirement or amendment with respect to items to be measured at fair value, which remain as originally issued. | January 1, 2013 |

----

|                                                                                                                                                        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                        |  |  |
| Amendments to IFRS 7 - Disclosure - offset of financial assets and financial liabilities                                                               | Replaces and consolidates in a single standard all the guidance and requirements in respect of fair value measurement contained in other IFRSs. IFRS 13 defines fair value and provides guidance on how to measure fair value and requirements for disclosure relating to fair value measurement. However, it does not introduce any new requirement or amendment with respect to items to be measured at fair value, which remain as originally issued. | January 1, 2013 |
| Amendments to IFRS 9 and IFRS 7 -                                                                                                                      | Date of mandatory adoption of IFRS 9 and Transition Disclosures | January 1, 2015 |
| Amendments to IFRS 10,11 and 12 - Consolidated Financial Statements, Joint Ventures and Disclosure of Interests in Other Entities: transition guidance | Amends IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities to provide additional transition relief in by limiting the requirement to provide adjusted comparative information to only the preceding comparative period. Also, amendments to IFRS 11 and IFRS 12 eliminate the requirement to provide comparative information for periods prior to the immediately preceding period. | January 1, 2013 |
| Amendments to IAS 19 - Employee Benefits -                                                                                                             | Eliminates the corridor approach and requires recognition of actuarial gains and losses as other comprehensive income for pension plans and other long-term benefits in profit or loss, when earned or incurred, among other changes. | January 1, 2013 |
| IAS 27 - Separate Financial Statements                                                                                                                 | IAS 27 requirements related to consolidated financial statements are replaced by IFRS 10.The requirements for separate financial statements are maintained. | January 1, 2013 |
| Amendments to IAS 28 - Investments in Associates and Joint Ventures                                                                                    | Revision of IAS 28 to include the amendments introduced by IFRSs 10, 11 and 12. | January 1, 2013 |
| Amendments to IAS 32 - Financial Assets                                                                                                                | Clarifies aspects and requirements regarding the offset of financial assets. | January 1, 2014 |
| IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine                                                                                   | Clarifies the requirements to account for costs associated to the removal of surface mining waste, including when such stripping costs shall be recognized as an asset, how the asset is initially recognized, and subsequent measurements. | January 1, 2013 |
| Annual improvements in several accounting pronouncements.                                                                                              |   |

----

|    |                           |
|----|---------------------------|
| 4. | CASH AND CASH EQUIVALENTS |

|                                                    |
|----------------------------------------------------|
|                                                    |  |  |  |  |  |
|                                               | 12/31/2012 |   | 12/31/2011 |
|                                               | Unaudited |   |   |
| Cash and banks                                     | 1,169 |  |   | 2,135 |  |
| Short-term investments:                            |   |   |   |
| CDB -  75.00% of CDI                               | 2,120 |  |   | 19,534 |  |
| CDB  - 95.00% of CDI                               | 11,932 |  |   | — |  |
| CDB  - 98.00% of CDI                               | 3,459 |  |   | — |  |
| CDB  - 98.50% of CDI                               | 657 |  |   | — |  |
| CDB -  99.50% of CDI                               | 23,100 |  |   | — |  |
| CDB - 100.00% of CDI                               | 24,421 |  |   | 64,456 |  |
| CDB - 100.50% of CDI                               | 10,091 |  |   | 23,097 |  |
| CDB - 100.55% of CDI                               | — |  |   | 8,617 |  |
| CDB - 100.80% of CDI                               | 1,163 |  |   | 1,078 |  |
| CDB - 101.00% of CDI                               | — |  |   | 5,810 |  |
| CDB - 101.80% of CDI                               | — |  |   | 1,030 |  |
|      CDB - 102.00% of CDI | 1,607 |  |   | — |  |
| CDB - 102.50% of CDI                               | — |  |   | 7,016 |  |
|                                               | 78,550 |  |   | 130,638 |  |
| Total                                              | 79,719 |  |   | 132,773 |  |

|    |                   |
|----|-------------------|
| 5. | TRADE RECEIVABLES |

|                                                                |
|----------------------------------------------------------------|
|                                                                |  |  |  |  |  |
|                                                           | 12/31/2012 |   | 12/31/2011 |
|                                                           | Unaudited |   |   |
| Trade receivables from third parties –– domestic   | 71,133 |  |   | 121,179 |  |
| Trade receivables from third parties –– foreign    | 752 |  |   | 1,497 |  |
| Trade receivables from related parties –– domestic | 13,426 |  |   | 15,025 |  |
| Trade receivables from related parties –– foreign  | 1,506 |  |   | 4,533 |  |
|                                                           | 86,817 |  |   | 142,234 |  |
| Discount to present value                                      | (158 | ) |   | (582 | ) |
| Allowance for doubtful debts                                   | (750 | ) |   | (538 | ) |
| Total                                                          | 85,909 |  |   | 141,114 |  |

----

|                              |
|------------------------------|
|                              |  |  |  |  |  |
|                         | 12/31/2012 |   | 12/31/2011 |
|                         | Unaudited |   |   |
| 1 to 30 days                 | 22,188 |  |   | 28,991 |  |
| 31 to 60 days                | 6,931 |  |   | 3,990 |  |
| 61 to 90 days                | 990 |  |   | 1,960 |  |
| 91 to 180 days               | 1,449 |  |   | 3,663 |  |
| Over 180 days                | 5,217 |  |   | 2,725 |  |
| Past-due amounts             | 36,775 |  |   | 41,329 |  |
| Current amounts              | 50,041 |  |   | 100,905 |  |
| Discount to present value    | (158 | ) |   | (582 | ) |
| Allowance for doubtful debts | (750 | ) |   | (538 | ) |
| Total                        | 85,909 |  |   | 141,114 |  |

|                    |
|--------------------|
|                    |  |  |  |  |  |
|               | 2012 |   | 2011 |
|               | Unaudited |  |   |   |
| Opening balance    | (538 | ) |   | (152 | ) |
| Allowance increase | (212 | ) |   | (386 | ) |
| Closing balance    | (750 | ) |   | (538 | ) |

|                 |
|-----------------|
|                 |  |  |  |  |  |
|            | 2012 |   | 2011 |
|            | Unaudited |   |   |
| Opening balance | (582 | ) |   | (250 | ) |
| Increase        | 424 |  |   | (332 | ) |
| Closing balance | (158 | ) |   | (582 | ) |

----

|    |                   |
|----|-------------------|
| 6. | RECOVERABLE TAXES |

|                                                                       |
|-----------------------------------------------------------------------|
|                                                                       |  |  |  |  |  |
|                                                                  | 12/31/2012 |   | 12/31/2011 |
|                                                                  | Unaudited |   |   |
| Federal VAT (IPI)                                                     | 2,839 |  |   | 4,402 |  |
| State VAT (ICMS)                                                      | 1,830 |  |   | 2,293 |  |
| State VAT (ICMS) on purchases of property, plant and equipment        | 2,245 |  |   | 2,374 |  |
| Tax on revenue (PIS) on purchases of property, plant and equipment    | 926 |  |   | 60 |  |
| Tax on revenue (COFINS) on purchases of property, plant and equipment | 4,264 |  |   | 274 |  |
| Recoverable taxes on import                                           | 234 |  |   | — |  |
| Total                                                                 | 12,338 |  |   | 9,403 |  |
|                                                                  |   |   |   |
| Current                                                               | 5,772 |  |   | 7,797 |  |
| Non-current                                                           | 6,566 |  |   | 1,606 |  |

|    |             |
|----|-------------|
| 7. | INVENTORIES |

|                                    |
|------------------------------------|
|                                    |  |  |  |  |  |
|                               | 12/31/2012 |   | 12/31/2011 |
|                               | Unaudited |   |   |
| Finished products                  | 8,603 |  |   | 6,095 |  |
| Work in process                    | 13,197 |  |   | 17,605 |  |
| Raw materials                      | 24,882 |  |   | 35,113 |  |
| Advances to suppliers              | 1,089 |  |   | 129 |  |
| Allowance for inventory losses (a) | (200 | ) |   | (152 | ) |
| Imports in transit                 | 2,605 |  |   | 13,482 |  |
| Total                              | 50,176 |  |   | 72,272 |  |

|     |                                                                                                                                                                                             |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | The amount of the allowance for inventory losses refers to probably losses arising on the adjustment of inventories to their realizable amounts. Changes in this allowance were as follows: |

|                         |
|-------------------------|
|                         |  |  |  |  |  |
|                    | 2012 |   | 2011 |
|                    | Unaudited |   |   |
| Opening balance         | (152 | ) |   | (2,606 | ) |
| Increase                | (48 | ) |   | — |  |
| Write-down of inventory | — |  |   | 2,454 |  |
| Closing balance         | (200 | ) |   | (152 | ) |

----

|    |                               |
|----|-------------------------------|
| 8. | PROPERTY, PLANT AND EQUIPMENT |

|                          |
|--------------------------|
|                          |  |  |  |  |  |
|                     | 12/31/2012 |   | 12/31/2011 |
|                     | Unaudited |   |   |
| Cost                     | 325,687 |  |   | 250,863 |  |
| Accumulated depreciation | (132,440 | ) |   | (116,253 | ) |
|                     | 193,247 |  |   | 134,610 |  |

|                                           |
|-------------------------------------------|
|                                           |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                      | Annualdepreciationrate (%) |   | 2012 - Unaudited |   | 2011 |
|                                      |   | Cost |   | Accumulated depreciation |   | Net |   | Net |
|                                      |   |   |   |   |   |   |   |   |   |
| Land                                      |   |   | 8,071 |  |   | — |  |   | 8,071 |  |   | 8,071 |  |
| Buildings                                 | 2.57% |   | 40,162 |  |   | (7,238 | ) |   | 32,924 |  |   | 33,813 |  |
| Machinery and equipment                   | 11.82% |   | 188,017 |  |   | (113,397 | ) |   | 74,620 |  |   | 80,475 |  |
| Molds and dies                            | 15.09% |   | 16,652 |  |   | (8,790 | ) |   | 7,862 |  |   | 8,231 |  |
| Furniture and fixtures                    | 10.71% |   | 1,686 |  |   | (888 | ) |   | 798 |  |   | 907 |  |
| Vehicles                                  | 10.2% |   | 1,743 |  |   | (530 | ) |   | 1,213 |  |   | 912 |  |
| Computer equipment                        | 26.71% |   | 2,152 |  |   | (1,597 | ) |   | 555 |  |   | 858 |  |
| Advances to suppliers                     |   |   | 6,111 |  |   | — |  |   | 6,111 |  |   | 577 |
| Property, plant and equipment in progress |   |   | 61,093 |  |   | — |  |   | 61,093 |  |   | 766 |  |
| Total                                     |   |   | 325,687 |  |   | (132,440 | ) |   | 193,247 |  |   | 134,610 |  |

|                                           |
|-------------------------------------------|
|                                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                      | Balance at 01/01/2011 |   | Additions |   | Disposals |   | Transfers |   | Balances at12/31/2011 |
|                                      |   |   |   |   |   |   |   |   |   |
| Land                                      | 8,071 |  |   | — |  |   | — |  |   | — |  |   | 8,071 |  |
| Buildings                                 | 39,260 |  |   | 835 |  |   | — |  |   | — |  |   | 40,095 |  |
| Machinery and equipment                   | 162,587 |  |   | 16,868 |  |   | (588 | ) |   | 1,727 |  |   | 180,594 |  |
| Molds and dies                            | 11,591 |  |   | 4,020 |  |   | (127 | ) |   | — |  |   | 15,484 |  |
| Furniture and fixtures                    | 1,414 |  |   | 254 |  |   | — |  |   | (1 | ) |   | 1,667 |  |
| Vehicles                                  | 641 |  |   | 526 |  |   | (183 | ) |   | 324 |  |   | 1,308 |  |
| Computer equipment                        | 1,764 |  |   | 638 |  |   | (100 | ) |   | (1 | ) |   | 2,301 |  |
| Advances to suppliers                     | 449 |  |   | 1,585 |  |   | — |  |   | (1,457 | ) |   | 577 |  |
| Property, plant and equipment in progress | 340 |  |   | 1,018 |  |   | — |  |   | (592 | ) |   | 766 |  |
| Total                                     | 226,117 |  |   | 25,744 |  |   | (998 | ) |   | — |  |   | 250,863 |  |

----

|                                           |
|-------------------------------------------|
|                                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                      | Balance at 01/01/2012 |   | Additions |   | Disposals |   | Transfers |   | Balance at 12/31/2012 |
|                                      |   |   |   |   |   |   |   |   | Unaudited |
| Land                                      | 8,071 |  |   | — |  |   | — |  |   | — |  |   | 8,071 |  |
| Buildings                                 | 40,095 |  |   | 67 |  |   | — |  |   | — |  |   | 40,162 |  |
| Machinery and equipment                   | 180,594 |  |   | 8,619 |  |   | (1,250 | ) |   | 54 |  |   | 188,017 |  |
| Molds and dies                            | 15,484 |  |   | 1,954 |  |   | (786 | ) |   | — |  |   | 16,652 |  |
| Furniture and fixtures                    | 1,667 |  |   | 19 |  |   | — |  |   | — |  |   | 1,686 |  |
| Vehicles                                  | 1,308 |  |   | 435 |  |   | — |  |   | — |  |   | 1,743 |  |
| Computer equipment                        | 2,301 |  |   | 18 |  |   | (169 | ) |   | 2 |  |   | 2,152 |  |
| Advances to suppliers                     | 577 |  |   | 18,279 |  |   | — |  |   | (12,745 | ) |   | 6,111 |  |
| Property, plant and equipment in progress | 766 |  |   | 47,638 |  |   | — |  |   | 12,689 |  |   | 61,093 |  |
| Total                                     | 250,863 |  |   | 77,029 |  |   | (2,205 | ) |   | — |  |   | 325,687 |  |

|                         |
|-------------------------|
|                         |  |  |  |  |  |  |  |  |  |  |  |
|                    |   |   |   |   |   |   |   |
|                    | Balance at01/01/2011 |   | Additions |   | Disposals |   | Balance at12/31/2011 |
| Buildings               | (5,307 | ) |   | (975 | ) |   | — |  |   | (6,282 | ) |
| Machinery and equipment | (88,100 | ) |   | (12,586 | ) |   | 567 |  |   | (100,119 | ) |
| Molds and dies          | (5,657 | ) |   | (1,632 | ) |   | 36 |  |   | (7,253 | ) |
| Furniture and fixtures  | (649 | ) |   | (111 | ) |   | — |  |   | (760 | ) |
| Vehicles                | (431 | ) |   | (120 | ) |   | 155 |  |   | (396 | ) |
| Computer equipment      | (1,259 | ) |   | (279 | ) |   | 95 |  |   | (1,443 | ) |
| Total                   | (101,403 | ) |   | (15,703 | ) |   | 853 |  |   | (116,253 | ) |
|                    |   |   |   |   |   |   |   |
| Unaudited               | Balances at1/01/2012 |   | Additions |   | Disposals |   | Balances at12/31/2012 |
| Buildings               | (6,282 | ) |   | (956 | ) |   | — |  |   | (7,238 | ) |
| Machinery and equipment | (100,119 | ) |   | (13,570 | ) |   | 294 |  |   | (113,395 | ) |
| Molds and dies          | (7,253 | ) |   | (1,840 | ) |   | 303 |  |   | (8,790 | ) |
| Furniture and fixtures  | (760 | ) |   | (128 | ) |   | — |  |   | (888 | ) |
| Vehicles                | (396 | ) |   | (134 | ) |   | — |  |   | (530 | ) |
| Computer equipment      | (1,443 | ) |   | (283 | ) |   | 127 |  |   | (1,597 | ) |
| Total                   | (116,253 | ) |   | (16,911 | ) |   | 724 |  |   | (132,440 | ) |

|    |                   |
|----|-------------------|
| 9. | INTANGIBLE ASSETS |

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                          | Annualamortizationrate |   | Balance at01/01/2011 |   | Additions |   | Balance at12/31/2011 |   | Additions |   | Transfers |   | Balance at12/31/2012 |
| Software:                     |   |   |   |   |   |   |   |   |   |   |   |   | Unaudited |
| Costs                         | 12.7 | % |   | 2,547 |  |   | 180 |  |   | 2,727 |  |   | 1,819 |  |   | 14,113 |  |   | 18,659 |  |
| Accumulated amortization      |   |   | (1,970 | ) |   | (310 | ) |   | (2,280 | ) |   | (1,834 | ) |   | — |  |   | (4,114 | ) |
|                          |   |   | 577 |  |   | (130 | ) |   | 447 |  |   | (15 | ) |   | 14,113 |  |   | 14,545 |  |
| Intangible assets in progress |   |   | 5,815 |  |   | 8,298 |  |   | 14,113 |  |   | 205 |  |   | (14,113 | ) |   | 205 |  |
|                          |   |   | 6,392 |  |   | 8,168 |  |   | 14,560 |  |   | 190 |  |   | — |  |   | 14,750 |  |

----

|     |                          |
|-----|--------------------------|
| 10. | BORROWINGS AND FINANCING |

|                        |
|------------------------|
|                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Type:                  |   | Financialcharges |   | Graceperiod |   | Paymentfrequency |   | Finalmaturity |   | 12/31/2012 |  |   | 12/31/2011 |
| Financing              |   |   |   |   |   |   |   |   |   | Unaudited |  |   |   |
| BNDES - subloan A/C    |   | U.S. dollar (forex)  + 2.5%p.a. |   | 17 months |   | Monthly |   | 04/2013 |   | 108 |  |   | 396 |  |
| BNDES - subloan B      |   | URTJLP + 3% p.a. |   | 17 months |   | Monthly |   | 04/2013 |   | 1,000 |  |   | 4,003 |  |
| BNDES - subloan D      |   | URTJLP + 2.5% p.a. |   | 17 months |   | Monthly |   | 04/2013 |   | 61 |  |   | 243 |  |
| BNDES - USD subloan    |   | U.S. dollar (forex)  + 1.95% p.a. |   | 18 months |   | Monthly |   | 07/2017 |   | 3,761 |  |   | 4,206 |  |
| BNDES - BCDEF subloan  |   | URTJLP + 4.5% p.a. |   | 18 months |   | Monthly |   | 07/2017 |   | 28,557 |  |   | 36,037 |  |
| BRADESCO - FINEP       |   | TJLP + 0.50 p.a. |   | 30 months |   | Monthly |   | 09/2014 |   | 4,411 |  |   | 6,890 |  |
| BRADESCO - FINEP       |   | 5% p.a. |   | 20 months |   | Monthly |   | 12/2018 |   | 13,806 |  |   | 11,607 |  |
| BRADESCO - EXIM        |   | TJLP + 5% p.a. |   | 36 months |   | Bullet |   | 08/2012 |   | — |  |   | 33,313 |  |
| BANCO DO BRASIL - EXIM |   | Spread 3% + 4.5% p.a. |   | 36 months |   | Bullet |   | 06/2013 |   | 9,345 |  |   | 9,399 |  |
| FUNDOPEM - ICMS        |   | IPCA + 3% p.a. |   | 54 months (a) |   | Monthly (a) |   | 05/2024 |   | 20,526 |  |   | 21,538 |  |
|                   |   |   |   |   |   |   |   |   |   |   |   |   |
| NCE                    |   | average CDI monthly+1.2% p.a. |   | 24 months |   | Semiannual |   | 04/2019 |   | 30,364 |  |   | — |  |
| Total                  |   |   |   |   |   |   |   |   |   | 111,939 |  |   | 127,632 |  |
|                   |   |   |   |   |   |   |   |   |   |   |   |   |
| Current                |   |   |   |   |   |   |   |   |   | 24,466 |  |   | 49,528 |  |
| Non-current            |   |   |   |   |   |   |   |   |   | 87,473 |  |   | 78,104 |  |

|                     |
|---------------------|
|                     |  |  |  |  |  |  |
| Maturity            |   | 12/31/2012 |   | 12/31/2011 |
|                |   | Unaudited |   |   |
| 2013                |   | — |  |   | 22,175 |  |
| 2014                |   | 14,573 |  |   | 10,877 |  |
| 2015                |   | 16,697 |  |   | 9,408 |  |
| 2016                |   | 18,646 |  |   | 10,289 |  |
| 2017                |   | 15,858 |  |   | 8,461 |  |
| 2018 and thereafter |   | 21,699 |  |   | 16,894 |  |
| Total               |   | 87,473 |  |   | 78,104 |  |

----

|     |                            |
|-----|----------------------------|
| 11. | RELATED-PARTY TRANSACTIONS |

|                                           |
|-------------------------------------------|
|                                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                      | Randon companies (*) |   |     Meritor companies(**)   |   | Total |
| Balance sheet                             | 12/2012 | 12/2011 |   |   | 12/2012 | 12/2011 |   |   | 12/2012 | 12/2011 |   |
|                                      | Unaudited |   |   |   | Unaudited |   |   |   | Unaudited |   |   |
| Trade receivables                         | 2,511 |  | 7,932 |  |   |   | 12,421 |  | 11,626 |  |   |   | 14,932 |  | 19,558 |  |   |
| Short-term receivables                    | 54 |  | 62 |  |   |   | — |  | — |  |   |   | 54 |  | 62 |  |   |
| Long-term receivables                     | — |  | 52 |  |   |   | — |  | — |  |   |   | — |  | 52 |  |   |
| Trade payables                            | — |  | 2,890 |  |   |   | 207 |  | — |  |   |   | 207 |  | 2,890 |  |   |
| Dividends and interest on capital payable | 11,339 |  | 7,850 |  |   |   | 3,569 |  | 2,471 |  |   |   | 14,908 |  | 10,321 |  |   |
|                                      |   |   |   |   |   |   |   |   |   |   |   |
| Statements of income for the year         | 2012 | 2011 | 2010 |  |   | 2012 | 2011 | 2010 |   | 2012 | 2011 | 2010 |
| Sales of products and services            | 216,272 |  | 245,198 |  | 203,214 |  |   | 82,490 |  | 128,103 |  | 83,854 |  |   | 298,762 |  | 373,301 |  | 287,068 |  |
| Purchases of products and services        | 107,850 |  | 140,829 |  | 99,820 |  |   | 2,140 |  | — |  | — |  |   | 109,990 |  | 140,829 |  | 99,820 |  |
| Purchases with ICMS credits               | 4,513 |  | 1,107 |  | 5,304 |  |   | — |  | — |  | — |  |   | 4,513 |  | 1,107 |  | 5,304 |  |
| Finance expenses                          | — |  | 503 |  | 344 |  |   | — |  | — |  | — |  |   | — |  | 503 |  | 344 |  |
| General and administrative expenses       | 7,594 |  | 11,581 |  | 10,103 |  |   | — |  | — |  | — |  |   | 7,594 |  | 11,581 |  | 10,103 |  |

|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (*) Includes: | Randon S.A. Implementos e Participações, Fras-Le S.A., Fras-Le Argentina S.A., Jost Brasil Sistemas Automotivos Ltda., Randon Implementos para o Transporte, Randon Argentina, Castertech Fundição e Tecnologia Ltda, Master Sistemas Automotivos Ltda, Randon North America, Randon Adm.Consorcio, Randon Middle East, Randon Automotive Pty, Randon Investimentos, Randon Maghreb, Randon Brantech, Banco Randon, Fras Le Europe, Fras Le Mexico, Fras Le Andima, Fras Le North America, Fras Le Friction Mat. Pinghu, and Fras Le Africa Automotive. |

|                |                                                                                                                                                                                                                                                      |
|----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (**) Includes: | ArvinMeritor do Brasil Sistemas Automotivos Ltda., Meritor Automotive Inc.,  Meritor Heavy Vehicle Systems LLC., Meritor Hvs Ltd, ArvinMeritor Qri,  Arvin Meritor Inc. ArvinMeritor CVS, ArvinMeritor Frankfurt, and Sisamex Sistemas Automotrices. |

----

|     |                                                    |
|-----|----------------------------------------------------|
| 12. | PROVISION FOR TAX, SOCIAL SECURITY AND LABOR RISKS |

|                                 |
|---------------------------------|
|                                 |  |  |  |  |  |  |
| Nature of  contingent liability |   | Likelihood of loss |
|                            | Probable |   | Possible |
| Tax                             |   | — |  |   | 12,170 |  |
| Labor                           |   | 922 |  |   | 1,363 |  |
| Civil                           |   | — |  |   | 522 |  |
| Social security                 |   | — |  |   | 4,894 |  |
| Total                           |   | 922 |  |   | 18,949 |  |

|                     |
|---------------------|
|                     |  |  |  |  |  |  |  |  |  |
| Nature of provision |   | 01/01/12 |   | Increase in provision |   | 12/31/2012Unaudited |
| Labor               |   | 782 |  |   | 140 |  |   | 922 |  |
| Total               |   | 782 |  |   | 140 |  |   | 922 |  |

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| a) | State VAT (ICMS) - Supplementary assessment in the amount of R$470 resulting from the tax assessment notice issued by the Rio Grande do Sul Department of Finance for alleged irregularity in the calculation of the ICMS relief benefit under the “FUNDOPEM/Nosso Emprego” program, where this authority converted the tax assessment penalty, initially typified as basic, applied at the percentage of 60%, into a qualified penalty at the percentage of 120%. Lawsuit awaiting decision on the objection filed. |

|    |                                                                                                                                                                                                                                                                       |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| b) | II and IPI - The Company was assessed in the inflation adjusted amount of R$7,956, for an alleged import duties (II) and Federal VAT (IPI) debt, for alleged noncompliance with award acts provided for by the Drawback special regime. Awaiting expert evidence. |

----

|    |                                                                                                                                                                                                                                                        |
|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| c) | ICMS presumed credit on purchase of steel - Disallowance of the ICMS presumed credit on purchase of steel - Refers to assessment notices issued by the Rio Grande do Sul Department of Finance totaling R$ 3,744. Awaiting judgment of the appeal. |

|     |                       |
|-----|-----------------------|
| 13. | FINANCIAL INSTRUMENTS |

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |  |
|                                              | 12/31/2012 |   | 12/31/2011 |
| Description                                       | Unaudited |   |   |
| Cash equivalents                                  | 79,719 |  |   | 132,773 |  |
| Trade receivables                                 | 85,909 |  |   | 141,114 |  |
| Trade payables                                    | (37,779 | ) |   | (52,139 | ) |
| Borrowings and financing:                         |   |   |   |
| In local currency                                 | (108,070 | ) |   | (123,031 | ) |
| In foreign currency                               | (3,869 | ) |   | (4,602 | ) |
| Amounts due to related parties (intragroup loans) | (3,437 | ) |   | (4,942 | ) |

----

|         |                           |
|---------|---------------------------|
| • | Financial risk management |

|    |             |
|----|-------------|
| a. | Credit risk |

|    |                            |
|----|----------------------------|
| b. | Foreign exchange rate risk |

----

|                                |
|--------------------------------|
|                                |  |  |  |  |  |
|                           | 12/31/2012 |   | 12/31/2011 |
|                           | Unaudited |   |   |
| A.Borrowings and financing     | (3,869 | ) |   | (4,602 | ) |
| B. Trade and other receivables | 2,258 |  |   | 6,030 |  |
| C. Net exposure (A+B)          | (1,611 | ) |   | 1,428 |  |

|    |                    |
|----|--------------------|
| c. | Interest rate risk |

|    |            |
|----|------------|
| d. | Price risk |

|    |                |
|----|----------------|
| e. | Liquidity risk |

|                                                     |
|-----------------------------------------------------|
|                                                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                | December 31, 2012 - (Unaudited) |
| Description                                         | Up to 1 month |   | From 1 to 3 months |   | From 3 months to 1 year |   | From 1 to 5 years |   | Over 5 years |   | Total |
| Trade payables                                      | 35,300 |  |   | 2,478 |  |   | 1 |  |   | — |  |   | — |  |   | 37,779 |  |
| Borrowings and financing                            | 2,025 |  |   | 4,050 |  |   | 18,222 |  |   | 65,943 |  |   | 21,699 |  |   | 111,939 |  |
| Interest to be incurred on borrowings and financing | 112 |  |   | 319 |  |   | 984 |  |   | 1,849 |  |   | 7 |  |   | 3,271 |  |
| Intragroup loans                                    | 3,437 |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 3,437 |  |
| Dividends and interest on capital                   | — |  |   | — |  |   | 14,908 |  |   | — |  |   | — |  |   | 14,908 |  |

|     |         |
|-----|---------|
| 14. | CAPITAL |

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |  |  |  |
| Shareholder                                       | Shares |   | R$ |   | % |
| Master Sistemas Automotivos Ltda.                 | 53,177 |  |   | 58,495 |  |   | 53.177 |
| Meritor Heavy Vehicle Systems, LLC.               | 23,942 |  |   | 26,336 |  |   | 23.942 |
| Randon S.A. Implementos e Participações | 22,881 |  |   | 25,169 |  |   | 22.881 |
| Total                                             | 100,000 |  |   | 110,000 |  |   | 100 |

----

|     |                        |
|-----|------------------------|
| 15. | TAX INCENTIVE RESERVES |

|     |                                   |
|-----|-----------------------------------|
| 16. | DIVIDENDS AND INTEREST ON CAPITAL |

|                                                              |
|--------------------------------------------------------------|
|                                                              |  |  |
| Interest on capital accrued at 12/31/2011:                   | 12,143 |  |
| Supplementary dividends for the year ended December 31, 2011 | 58,846 |  |
| Total                                                        | 70,989 |  |

----

|     |                       |
|-----|-----------------------|
| 17. | NET OPERATING REVENUE |

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |  |  |  |  |
|                                              | 12/31/2012 |  |   | 12/31/2011 |  |   | 12/31/2010 |  |
|                                              | Unaudited |   |   |   |   |
| Gross revenue for tax purposes                    | 975,966 |  |   | 1,557,378 |  |   | 1,331,628 |  |
| Less:                                             |   |   |   |   |   |
| Taxes on sales                                    | (228,429 | ) |   | (360,297 | ) |   | (303,666 | ) |
| Sales returns                                     | (10,668 | ) |   | (17,177 | ) |   | (8,770 | ) |
| Discount to present value on installment sales    | (5,928 | ) |   | (11,467 | ) |   | (7,919 | ) |
| Net revenue recognized in the statement of income | 730,941 |  |   | 1,168,437 |  |   | 1,011,273 |  |

|     |                                                                                                                                                                                                                                                         |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Refers to the difference of criterion for recognition of sales for tax purposes (based on invoice issuance) and the accounting policy for revenue recognition (which requires the transfer of risks and rewards of ownership of goods to the customer). |

|     |                    |
|-----|--------------------|
| 18. | EXPENSES BY NATURE |

|                                       |
|---------------------------------------|
|                                       |  |  |  |  |  |  |  |  |
|                                  | 2012 |   | 2011 |   | 2010 |
|                                  | Unaudited |   |   |   |   |
| Raw materials and auxiliary materials | 511,022 |  |   | 819,847 |  |   | 714,656 |  |
| Depreciation and amortization         | 18,745 |  |   | 16,013 |  |   | 15,349 |  |
| Personnel                             | 84,730 |  |   | 102,782 |  |   | 69,763 |  |
| Production freight                    | 3,126 |  |   | 5,402 |  |   | 4,383 |  |
| Freight on sales                      | 18,446 |  |   | 33,300 |  |   | 23,347 |  |
| Costs of outside services             | 21,825 |  |   | 28,120 |  |   | 23,030 |  |
| Repairs                               | 7,562 |  |   | 15,504 |  |   | 15,495 |  |
| Rentals                               | 4,731 |  |   | 5,780 |  |   | 5,494 |  |
| Electric power                        | 4,424 |  |   | 4,707 |  |   | 4,014 |  |
| Other expenses                        | 7,173 |  |   | 12,588 |  |   | 29,338 |  |
| Total                                 | 681,784 |  |   | 1,044,043 |  |   | 904,869 |  |

|                                     |
|-------------------------------------|
|                                     |  |  |  |  |  |  |  |  |
|                                | 2012 |   | 2011 |   | 2010 |
|                                | Unaudited |  |   |   |   |   |
| Cost of sales and services          | 621,150 |  |   | 957,958 |  |   | 839,460 |  |
| Selling expenses                    | 35,650 |  |   | 50,215 |  |   | 34,721 |  |
| General and administrative expenses | 20,494 |  |   | 22,763 |  |   | 19,498 |  |
| Other operating expenses, net       | 4,490 |  |   | 13,107 |  |   | 11,190 |  |
| Total                               | 681,784 |  |   | 1,044,043 |  |   | 904,869 |  |

----

|     |                                    |
|-----|------------------------------------|
| 19. | INCOME TAX AND SOCIAL CONTRIBUTION |

|                                                              |
|--------------------------------------------------------------|
|                                                              |  |  |  |  |  |  |  |  |
|                                                         | 2012 |   | 2011 |   | 2010 |
|                                                         | IRPJ/CSLL |   | IRPJ/CSLL |   | IRPJ/CSLL |
|                                                         | Unaudited |   |   |   |   |
| Profit before income tax and social contribution             | 56,045 |  |   | 140,347 |  |   | 124,091 |  |
| Applicable rate                                              | 34 | % |   | 34 | % |   | 34 | % |
| Income tax and social contribution at nominal rates          | 19,055 |  |   | 47,718 |  |   | 42,191 |  |
| Effect of taxes on:                                          |   |   |   |   |   |
|     Interest on capital expense (*)      | (4,555 | ) |   | (4,131 | ) |   | (3,261 | ) |
|      Industrial development program | (802 | ) |   | (2,225 | ) |   | (3,264 | ) |
|      Tax incentive – Fundopem | — |  |   | — |  |   | (4,000 | ) |
|      Other                          | (183 | ) |   | 768 |  |   | 310 |  |
| Income tax and social contribution before deductions         | 13,515 |  |   | 42,130 |  |   | 31,976 |  |
| Income tax deductions and other adjustments                  | (576 | ) |   | (1,349 | ) |   | (1,103 | ) |
| Income tax and social contribution expense                   | 12,939 |  |   | 40,781 |  |   | 30,873 |  |
|                                                         |   |   |   |   |   |
| Current income tax and social contribution                   | 12,198 |  |   | 42,246 |  |   | 32,393 |  |
| Deferred income tax and social contribution                  | 741 |  |   | (1,465 | ) |   | (1,520 | ) |

----

|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                              | 12/31/2012 |   | 12/31/2011 |   | 12/31/2010 |
| Temporary differences                                             | Temporary differences |   | Deferred taxes |   | Temporary differences |   | Deferred taxes |   | Temporary differences |   | Deferred taxes |
|                                                              | Unaudited |   |   |   |   |   |   |   |   |
| Accrued profit sharing:                                           |   |   |   |   |   |   |   |   |   |   |   |
|     - Employees                               | 1,373 |  |   | 467 |  |   | 3,397 |  |   | 1,155 |  |   | 2,988 |  |   | 1,016 |  |
|     - Officers                                     | 1,601 |  |   | 544 |  |   | 3,683 |  |   | 1,252 |  |   | 3,005 |  |   | 1,022 |  |
|     - Directors                                    | 672 |  |   | 60 |  |   | 1,794 |  |   | 161 |  |   | 1,680 |  |   | 151 |  |
| Provision for labor risks                                         | 922 |  |   | 314 |  |   | 782 |  |   | 266 |  |   | 150 |  |   | 51 |  |
| Provision for warranty claims                                     | 2,010 |  |   | 684 |  |   | 1,885 |  |   | 641 |  |   | 2,135 |  |   | 726 |  |
| Provision for employee termination                                | 193 |  |   | 65 |  |   | 274 |  |   | 93 |  |   | 203 |  |   | 69 |  |
| Deferred asset recorded for tax purposes                          | — |  |   | — |  |   | 471 |  |   | 160 |  |   | 1,222 |  |   | 422 |  |
| Allowance for inventory losses                                    | 200 |  |   | 68 |  |   | 152 |  |   | 52 |  |   | 2,606 |  |   | 886 |
| Provision for freight on sales                                    | 763 |  |   | 259 |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Allowance for doubtful debts                                      | 750 |  |   | 255 |  |   | 538 |  |   | 183 |  |   | 152 |  |   | 52 |
| Revenue recognition                                               | 184 |  |   | 63 |  |   | 999 |  |   | 340 |  |   | 52 |  |   | 18 |
| Discount to present value Fundopem/Trade receivables and payables | (2,575 | ) |   | (876 | ) |   | — |  |   | — |  |   | — |  |   | — |  |
| Other temporary additions                                         | 613 |  |   | 209 |  |   | 491 |  |   | 167 |  |   | 323 |  |   | 110 |
| Total assets                                                      | 6,706 |  |   | 2,112 |  |   | 14,466 |  |   | 4,470 |  |   | 14,516 |  |   | 4,523 |  |
|                                                              |   |   |   |   |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11774                                 | (4,999 | ) |   | (1,250 | ) |   | (8,306 | ) |   | (2,076 | ) |   | (10,720 | ) |   | (2,680 | ) |
| Deemed cost of property, plant and equipment                      | (20,395 | ) |   | (6,934 | ) |   | (22,914 | ) |   | (7,791 | ) |   | (25,712 | ) |   | (8,742 | ) |
| Retirement benefit plan                                           | (1,071 | ) |   | (364 | ) |   | (743 | ) |   | (253 | ) |   | (639 | ) |   | (217 | ) |
| Total liabilities                                                 | (26,465 | ) |   | (8,548 | ) |   | (31,963 | ) |   | (10,120 | ) |   | (37,071 | ) |   | (11,639 | ) |
| Net Effect                                                        |   |   | (6,436 | ) |   |   |   | (5,650 | ) |   |   |   | (7,116 | ) |

----

|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |  |  |  |  |  |  |  |  |  |
| Temporary differences                                             | Balances at 1/1/2012 |   | Recognized in profit for the year |   | Recognized in other comprehensive income |   | Balances at 12/31/2012 |
|                                                              |   |   |   |   |   |   |   |
| Accrued profit sharing                                            |   |   |   |   |   |   |   |
|     - Employees                               | 1,155 |  |   | (688 | ) |   | — |  |   | 467 |  |
|     - Officers                                     | 1,252 |  |   | (708 | ) |   | — |  |   | 544 |  |
|     - Directors                                    | 161 |  |   | (101 | ) |   |   |   | 60 |  |
| Provision for labor risks                                         | 266 |  |   | 48 |  |   | — |  |   | 314 |  |
| Provision for warranty claims                                     | 641 |  |   | 43 |  |   | — |  |   | 684 |  |
| Provision for employee termination                                | 93 |  |   | (28 | ) |   | — |  |   | 65 |  |
| Deferred asset recorded for tax purposes                          | 160 |  |   | (160 | ) |   | — |  |   | — |  |
| Allowance for inventory losses                                    | 52 |  |   | 16 |  |   | — |  |   | 68 |  |
| Provision for freight on sales                                    | — |  |   | 259 |  |   | — |  |   | 259 |  |
| Allowance for doubtful debts                                      | 183 |  |   | 72 |  |   | — |  |   | 255 |  |
| Revenue recognition                                               | 340 |  |   | (277 | ) |   | — |  |   | 63 |  |
| Discount to present value Fundopem/Trade receivables and payables | — |  |   | (876 | ) |   | — |  |   | (876 | ) |
| Other temporary additions                                         | 167 |  |   | 42 |  |   | — |  |   | 209 |  |
| Total assets                                                      | 4,470 |  |   | (2,358 | ) |   |   |   | 2,112 |  |
|                                                              |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11,774                                | (2,077 | ) |   | 827 |  |   | — |  |   | (1,250 | ) |
| Deemed cost of property, plant and equipment                      | (7,791 | ) |   | 856 |  |   | — |  |   | (6,934 | ) |
| Pension plan                                                      | (253 | ) |   | (66 | ) |   | (45 | ) |   | (364 | ) |
| Total liabilities                                                 | (10,120 | ) |   | 1,617 |  |   | (45 | ) |   | (8,548 | ) |
| Net effect                                                        | (5,650 | ) |   |   |   |   |   | (6,436 | ) |
| Total recognized in the year                                      |   |   | (741 | ) |   | (45 | ) |   |   |
|                                                              |   |   |   |   |   |   |   |
| Temporary differences                                             | Balances at 1/1/2011 |   | Recognized in profit for the year |   | Recognized in other comprehensive income |   | Balances at 12/31/2011 |
|                                                              |   |   |   |   |   |   |   |
| Accrued profit sharing                                            |   |   |   |   |   |   |   |
|     - Employees                               | 1,016 |  |   | 139 |  |   | — |  |   | 1,155 |  |
|     - Officers                                     | 1,022 |  |   | 230 |  |   | — |  |   | 1,252 |  |
|     - Directors                                    | 151 |  |   | 10 |  |   | — |  |   | 161 |  |
| Provision for tax, social security and labor risks                | 51 |  |   | 215 |  |   | — |  |   | 266 |  |
| Provision for warranty claims                                     | 726 |  |   | (85 | ) |   | — |  |   | 641 |  |
| Provision for employee termination                                | 69 |  |   | 24 |  |   | — |  |   | 93 |  |
| Deferred asset recorded for tax purposes                          | 422 |  |   | (262 | ) |   | — |  |   | 160 |  |
| Allowance for inventory losses                                    | 886 |  |   | (834 | ) |   | — |  |   | 52 |  |
| Allowance for doubtful debts                                      | 52 |  |   | 131 |  |   | — |  |   | 183 |  |
| Revenue recognition                                               | 18 |  |   | 322 |  |   | — |  |   | 340 |  |
| Other temporary additions                                         | 110 |  |   | 57 |  |   | — |  |   | 167 |  |
| Total assets                                                      | 4,523 |  |   | (53 | ) |   |   |   | 4,470 |  |
|                                                              |   |   |   |   |   |   |   |

----

|                                                    |
|----------------------------------------------------|
|                                                    |  |  |  |  |  |  |  |  |  |  |  |
| Incentive depreciation, Law 11774                  | (2,680 | ) |   | 604 |  |   | — |  |   | (2,076 | ) |
| Deemed cost of property, plant and equipment       | (8,742 | ) |   | 951 |  |   | — |  |   | (7,791 | ) |
| Retirement benefit plan                            | (217 | ) |   | (37 | ) |   | 1 |  |   | (253 | ) |
| Total liabilities                                  | (11,639 | ) |   | 1,518 |  |   | 1 |  |   | (10,120 | ) |
| Net effect                                         | (7,116 | ) |   |   |   |   |   | (5,650 | ) |
| Total recognized in the year                       |   |   | 1,465 |  |   | 1 |  |   |   |
|                                               |   |   |   |   |   |   |   |
| Temporary differences                              | Balances on 1/1/2010 |   | Recognized in profit for the  year |   | Recognized in other comprehensive income |   | Balances at 12/31/2010 |
|                                               |   |   |   |   |   |   |   |
| Accrued profit sharing                             |   |   |   |   |   |   |   |
|     - Employees                | 811 |  |   | 205 |  |   | — |  |   | 1,016 |  |
|     - Officers                      | 606 |  |   | 416 |  |   | — |  |   | 1,022 |  |
|     - Directors                     | 85 |  |   | 66 |  |   | — |  |   | 151 |  |
| Provision for tax, social security and labor risks | 46 |  |   | 5 |  |   | — |  |   | 51 |  |
| Provision for warranty claims                      | 574 |  |   | 152 |  |   | — |  |   | 726 |  |
| Provision for employee termination                 | 52 |  |   | 17 |  |   | — |  |   | 69 |  |
| Deferred asset recorded for tax purposes           | 422 |  |   | — |  |   | — |  |   | 422 |  |
| Allowance for inventory losses                     | 131 |  |   | 755 |  |   | — |  |   | 886 |  |
| Provision for freight on sales                     | 134 |  |   | (134 | ) |   | — |  |   | — |  |
| Allowance for doubtful debts                       | — |  |   | 52 |  |   | — |  |   | 52 |  |
| Revenue recognition                                | 105 |  |   | (87 | ) |   | — |  |   | 18 |  |
| Other temporary additions                          | 42 |  |   | 68 |  |   | — |  |   | 110 |  |
| Total assets                                       | 3,008 |  |   | 1,515 |  |   |   |   | 4,523 |  |
|                                               |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11,774                 | (1,623 | ) |   | (1,057 | ) |   | — |  |   | (2,680 | ) |
| Deemed cost of property, plant and equipment       | (9,848 | ) |   | 1,106 |  |   | — |  |   | (8,742 | ) |
| Retirement benefit plan                            | (142 | ) |   | (44 | ) |   | (31 | ) |   | (217 | ) |
| Total liabilities                                  | (11,613 | ) |   | 5 |  |   | (31 | ) |   | (11,639 | ) |
| Net effect                                         | (8,605 | ) |   |   |   |   |   | (7,116 | ) |
| Total recognized in the year                       |   |   | 1,520 |  |   | (31 | ) |   |   |

----

|     |                           |
|-----|---------------------------|
| 20. | FINANCE INCOME (EXPENSES) |

|                                                                  |
|------------------------------------------------------------------|
|                                                                  |  |  |  |  |  |  |  |  |
|                                                             | 2012 |   | 2011 |   | 2010 |
| Finance income                                                   | Unaudited |   |   |   |   |
|    Yield on short-term investments                | 8,977 |  |   | 18,337 |  |   | 10,982 |  |
|    Interest received and discounts obtained       | 427 |  |   | 555 |  |   | 243 |  |
|    Discount to present value - FUNDOPEN           | 3,381 |  |   | — |  |   | — |  |
|    Discount to present value of trade receivables | 6,351 |  |   | 11,135 |  |   | 7,919 |  |
|                                                             | 19,136 |  |   | 30,027 |  |   | 19,144 |  |
| Finance expenses                                                 |   |   |   |   |   |
|    Interest on borrowings and financing           | (7,907 | ) |   | (8,820 | ) |   | (8,340 | ) |
|    Bank expenses                                  | (343 | ) |   | (129 | ) |   | (171 | ) |
|    Other                                          | (734 | ) |   | (586 | ) |   | (253 | ) |
|    Discount to present value of trade payables    | (2,506 | ) |   | (5,178 | ) |   | (4,071 | ) |
|                                                             | (11,490 | ) |   | (14,713 | ) |   | (12,835 | ) |
|                                                             |   |   |   |   |   |
| Foreign exchange differences                                     |   |   |   |   |   |
| Exchange gains                                                   | 2,449 |  |   | 3,417 |  |   | 2,652 |  |
| Exchange losses                                                  | (3,207 | ) |   | (2,778 | ) |   | (3,037 | ) |
|                                                             | (758 | ) |   | 639 |  |   | (385 | ) |
| Finance income, net                                              | 6,888 |  |   | 15,953 |  |   | 5,924 |  |

|     |                         |
|-----|-------------------------|
| 21. | RETIREMENT BENEFIT PLAN |

----

|     |                   |
|-----|-------------------|
| 22. | SUBSEQUENT EVENTS |

----

|        |
|--------|
|        |  |  |
|   |   | (3) Exhibits |
|   |   |   |
| 3-a    |   | Restated Articles of Incorporation of Meritor, filed as Exhibit 4.01 to Meritor’s Registration Statement on Form S-4, as amended (Registration Statement No. 333-36448) ("Form S-4"), is incorporated by reference. |
|   |   |   |
| 3-a-1  |   | Articles of Amendment of Restated Articles of Incorporation of the Company filed as Exhibit 3-a-1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2011, is incorporated by reference. |
|   |   |   |
| 3-b    |   | By-laws of Meritor, filed as Exhibit 3 to Meritor's Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2003 (File No. 1-15983), is incorporated by reference. |
|   |   |   |
| 4-a    |   | Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4 to Meritor's Registration Statement on Form S-3 (Registration No. 333- 49777), is incorporated herein by reference. |
|   |   |   |
| 4-b    |   | First Supplemental Indenture, dated as of July 7, 2000, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4-b-1 to Meritor's Annual Report on Form 10-K for the fiscal year ended September 30, 2000 (File No. 1-15983) (“2000 Form 10-K”), is incorporated herein by reference. |
|   |   |   |
| 4-b-1  |   | Third Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.2 to Meritor’s Current Report on Form 8-K, dated June 23, 2006 and filed on June 27, 2006 (File No. 1-15983) (“June 23, 2006 Form 8-K”), is incorporated herein by reference. |
|   |   |   |
| 4-b-2  |   | Fourth Supplemental Indenture, dated as of March 3, 2010, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee (including form of the Company’s 10.625% Notes due 2018 and form of subsidiary guaranty), filed as Exhibit 4 to Meritor’s Form 8-K filed on March 3, 2010 is incorporated herein by reference. |
|   |   |   |
| 4-c    |   | Indenture dated as of July 3, 1990, as supplemented by a First Supplemental Indenture dated as of March 31, 1994, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to Harris Trust and Savings Bank), as trustee, filed as Exhibit 4-4 to Arvin's Registration Statement on Form S-3 (Registration No. 33-53087), is incorporated herein by reference. |
|   |   |   |
| 4-c-1  |   | Second Supplemental Indenture, dated as of July 7, 2000, to the Indenture dated as of July 3, 1990, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to Harris Trust and Savings Bank), as trustee, filed as Exhibit 4-c-1 to the 2000 Form 10-K, is incorporated herein by reference. |
|   |   |   |
| 4-c-2  |   | Fourth Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of July 3, 1990, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to Harris Trust and Savings Bank), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.3 to the June 23, 2006 Form 8-K, is incorporated herein by reference. |
|   |   |   |
| 4-d    |   | Indenture, dated as of March 7, 2006, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company), as trustee, filed as Exhibit 4.1 to Meritor’s Current Report on Form 8-K, dated March 7, 2006 and filed on March 9, 2006 (File No. 1-15983), is incorporated herein by reference. |
|   |   |   |
| 4-d-1  |   | First Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of March 7, 2006, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.1 to the June 23, 2006 Form 8-K, is incorporated herein by reference. |

----

|         |
|---------|
|         |  |  |
| 4-e     |   | Indenture, dated as of February 8, 2007, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), as trustee (including form of Subsidiary Guaranty dated as of February 8, 2007), filed as Exhibit 4-a to Meritor’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2007 (File No. 1-15983), is incorporated herein by reference. |
|    |   |   |
| 10-a    |   | Credit Agreement, dated as of June 23, 2006, by and among Meritor, Meritor Finance Ireland, the institutions from time to time parties thereto as lenders, JP Morgan Chase Bank, National Association, as Administrative Agent, Citicorp North America, Inc. and UBS Securities LLC, as Syndication Agents, ABN AMRO Bank N.V., BNP Paribas and Lehman Commercial Paper Inc., as Documentation Agents, and J.P. Morgan Securities Inc. and Citigroup Global Markets, as Joint Lead Arrangers and Joint Book Runners, filed as Exhibit 10.1 to the June 23, 2006 Form 8-K, is incorporated herein by reference. |
|    |   |   |
| 10-a-1  |   | Amendment and Restatement Agreement relating to Amended and Restated Credit Agreement, dated as of April 23, 2012, among Meritor, AFI, the financial institutions party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent, filed as Exhibit 10a to Meritor's Report on Form 8-K filed on April 24, 2012, is incorporated herein by reference. |
|    |   |   |
| 10-a-2  |   | Amended and Restated Subsidiary Guaranty, dated as of April 23, 2012, by and among the subsidiary guarantors and JPMorgan Chase Bank, National Association, as Administrative Agent, filed as Exhibit 10b to Meritor's  Report on Form 8-K filed on April 24, 2012, is incorporated herein by reference. |
|    |   |   |
| 10-a-3  |   | Amended and Restated Pledge and Security Agreement, dated as of April 23, 2012, by and among Meritor, the subsidiaries named therein and JPMorgan Chase Bank, National Association, as Administrative Agent, filed as Exhibit 10c to Meritor's  Report on Form 8-K filed on April 24, 2012, is incorporated herein by reference. |
|    |   |   |
| *10-b-1 |   | 1997 Long-Term Incentives Plan, as amended and restated, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K dated and filed on April 20, 2005 (File No. 1-15983), is incorporated herein by reference. |
|    |   |   |
| *10-b-2 |   | Form of Option Agreement under the 1997 Long-Term Incentives Plan, filed as Exhibit 10(a) to Meritor's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998 (File No. 1-13093), is incorporated herein by reference. |
|    |   |   |
| *10-b-3 |   | Description of Performance Goals for fiscal year 2013 Established in connection with Cash Performance Plans under Long Term Incentive Plans,  filed as Exhibit 10-b-3 to Meritor's 2012 Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference. |
|    |   |   |
| *10-b-4 |   | Description of Annual Incentive Goals Established for Fiscal year 2013 under the Incentive Compensation Plan,  filed as Exhibit 10-b-4 to Meritor's 2012 Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference. |
|    |   |   |
| *10-b-5 |   | Description of Performance Goals established in connection with 2010-2012 Cash Performance Plan, filed as Exhibit 10-b to Current Report on Form 8-K filed on November 12, 2009 is incorporated herein by reference. |
|    |   |   |
| *10-c   |   | 2007 Long-Term Incentive Plan, as amended, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2007 (File No. 1-15983), is incorporated herein by reference. |
|    |   |   |
| *10-c-1 |   | Form of Restricted Stock Agreement under the 2007 Long-Term Incentive Plan, filed as Exhibit 10-c-1 to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 is incorporated herein by reference. |
|    |   |   |
| *10-d   |   | Description of Compensation of Non-Employee Directors, filed as Exhibit 10-d to Meritor's 2012 Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference. |

----

|              |
|--------------|
|              |  |  |
| *10-e        |   | 2004 Directors Stock Plan, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2004 (File No. 1-15983), is incorporated herein by reference. |
|         |   |   |
| *10-e-1      |   | Form of Restricted Share Unit Agreement under the 2004 Directors Stock Plan, filed as Exhibit 10-c-3 to Meritor’s Annual Report on Form 10-K for the fiscal year ended October 3, 2004 (File No. 1-15983), is incorporated herein by reference. |
|         |   |    |
| *10-e-2      |   | Form of Restricted Stock Agreement under the 2004 Directors Stock Plan, filed as Exhibit 10-c-4 to Meritor’s Annual Report on Form 10-K for the fiscal year ended October 2, 2005 (Filed No. 1-15983), is incorporated herein by reference. |
|         |   |   |
| *10-e-3      |   | Option Agreement under the 2007 Long-Term Incentive Plan between Meritor and Charles G. McClure filed as Exhibit 10-c to Meritor’s Quarterly report on Form 10-Q for the quarterly period ended June 30, 2008 is incorporated herein by reference. |
|         |   |   |
| *10-e-4      |   | Restricted Stock Agreement under the 2007 Long-term Incentive Plan between Meritor and Charles G. McClure filed as Exhibit 10-d to Meritor’s Quarterly Report on form 10-Q for the quarterly period ended June 30, 2008 is incorporated herein by reference. |
|    |   |    |
| *10-e-5      |   | Letter Agreement, dated July 20, 2011, with former executive officer filed as Exhibit 10 to Meritor’s Report on Form 8-K dated and filed August 5, 2011, is incorporated herein by reference. |
|    |   |   |
| *10-e-6      |   | Form of Restricted Stock Unit Agreement for Employees under 2010 Long-Term Incentive Plan filed as Exhibit 10.2 to Meritor’s Report on Form 10-Q for the fiscal quarter ended January 3, 2009 is incorporated herein by reference. |
|         |   |   |
| *10-e-7      |   | Form of Restricted Stock Unit Agreement for Directors under 2010 Long-Term Incentive Plan filed as Exhibit 10.3 to Meritor’s Report on Form 10-Q for the fiscal quarter ended January 3, 2009 is incorporated herein by reference. |
|         |   |   |
| *10-e-8      |   | Form of Restricted Stock Agreement for Directors under 2010 Long-term Incentive Plan filed as Exhibit 10.4 to Meritor’s Report on Form 10-Q for the fiscal quarter ended January 3, 2009 is incorporated herein by reference. |
|         |   |
| *10-e-9      |   | 2010 Long-Term Incentive Plan, as amended and Restated as of January 20, 2011, filed as Exhibit 10.d to Meritor’s Report on Form 10-Q for the fiscal quarter ended January 2, 2011 is incorporated herein by reference. |
|         |   |   |
| *10-f        |   | Incentive Compensation Plan, as amended and restated, filed as Exhibit 10.6 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2010 is incorporated herein by reference. |
|         |   |   |
| *10-f-1      |   | Form of Deferred Share Agreement, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the quarterly period ended January 2, 2005 (File No. 1-15983), is incorporated herein by reference. |
|         |   |   |
| *10-g        |   | Copy of resolution of the Board of Directors of Meritor, adopted on July 6, 2000, providing for its Deferred Compensation Policy for Non-Employee Directors, filed as Exhibit 10-f to the 2000 Form 10-K, is incorporated herein by reference. |
|         |   |   |
| *10-h        |   | Deferred Compensation Plan, filed as Exhibit 10-e-1 to Meritor's Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (File No. 1-13093), is incorporated herein by reference. |
|         |   |   |
| *10-i        |   | 1998 Stock Benefit Plan, as amended, filed as Exhibit (d)(2) to Meritor's Schedule TO, Amendment No. 3 (File No. 5-61023), is incorporated herein by reference. |

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|--------|
|        |  |  |
| *10-j  |   | Employee Stock Benefit Plan, as amended, filed as Exhibit (d)(3) to Meritor’s Schedule TO, Amendment No. 3 (File No. 5-61023), is incorporated herein by reference. |
|   |   |   |
| 10-k   |   | Receivables Purchase Agreement dated as of October 29, 2010, by and among ArvinMeritor Mascot, LLC, Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC, Viking Asset Purchaser No 7 IC, an incorporated cell of Viking Global Finance ICC, an incorporated cell company incorporated under the laws of Jersey, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-c to Meritor's Current report on Form 8-K dated October 29, 2010 and filed November 2, 2010, is incorporated herein by reference. |
|   |   |   |
| 10-l   |   | Amendment dated as of June 28, 2011 to Receivables Purchase Agreement dated as of October 29, 2010, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC (formerly known as ArvinMeritor Mascot, LLC) as sellers, Viking Asset Purchaser No 7 IC, an incorporated cell of Viking Global Finance ICC, an incorporated cell company incorporated under the laws of Jersey, as purchaser, and Citicorp Trustee Company Limited, as programme trustee filed as exhibit 10-a to Meritor’s Form 10-Q for the quarter ended July 3, 2011 is incorporated herein by reference. |
|   |   |
| 10-m   |   | Receivables Purchase Agreement dated as of June 28, 2011, by and among Meritor HVS A.B., as seller, Viking Asset Purchaser No 7 IC, an incorporated cell of Viking Global Finance ICC, an incorporated cell company incorporated under the laws of Jersey, as purchaser, and Citicorp Trustee Company Limited, as programme trustee filed as exhibit 10-b to Meritor's Form 10-Q for the quarter ended July 3, 2011 is incorporated herein by reference. |
|   |   |   |
| 10-m-1 |   | Receivable Purchase Agreement dated March 15, 2012 between Meritor Heavy Vehicle Systems Cameri S.P.A. as Seller and Viking Asset Purchaser No. 7IC, an incorporated cell of Viking Global Finance ICC, as Purchaser and Citicorp Trustee Company Limited, as Programme Trustee filed as exhibit 10-a to Meritor's Quarterly report on Form 10-Q for the period ended April 1, 2012, is incorporated herein by reference. |

|        |
|--------|
|        |  |  |
|   |   |   |
| 10-m-2 |   | Receivable Purchase Agreement dated February 2, 2012 between Meritor Heavy Vehicle Braking Systems (UK) Limited as Seller and Viking Asset Purchaser No. 7IC, an incorporated cell of Viking Global Finance ICC, as Purchaser and Citicorp Trustee Company Limited, as Programme Trustee filed as exhibit 10-b to Meritor's Quarterly report on Form 10-Q for the period ended  April 1, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-m-3 |   | Fourth Amended and Restated Purchase and Sale Agreement dated June 18, 2012 among Meritor Heavy Vehicle Braking Systems (USA), LLC, and Meritor Heavy Vehicle Systems, LLC, as originators, Meritor, Inc., as initial servicer, and ArvinMeritor Receivables Corporation, as Buyer, filed as Exhibit 10-a to the Quarterly Report on Form 10-Q for the period ended July 1, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-m-4 |   | Receivables Purchase Agreement dated June 18, 2012 among ArvinMeritor Receivables Corporation, as Seller, Meritor, Inc., as initial servicer, the various Conduit Purchasers, Related Committed Purchasers, LC Participants and Purchaser Agents from time to time party thereto, and PNC Bank, National Association, as issuers of Letters of Credit and as Administrator filed as Exhibit 10-b to the Quarterly Report on Form 10-Q for the period ended July 1, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-m-5 |   | Termination of Receivables Purchase Agreement dated June 18, 2012 between Meritor Heavy Vehicle Systems Cameri S.P.A., as Seller, and Viking Asset Purchaser No. 7IC, an incorporated cell of Viking Global Finance ICC, as Purchaser, and Citicorp Trustee Company Limited, as Programme Trustee filed as Exhibit 10-c to the Quarterly Report on Form 10-Q for the period ended July 1, 2012, is incorporated herein by reference. |
|   |   |   |

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|--------|
|        |  |  |
| 10-m-6 |   | Receivables Purchase Agreement dated June 18, 2012 between Meritor Heavy Vehicle Systems Cameri S.P.A., a company incorporated under the laws of Italy (the "Seller") and Nordea Bank AB (pbl), a company incorporated under the laws of Sweden (the "Purchaser") filed as Exhibit 10-d to the Quarterly Report on Form 10-Q for the period ended July 1, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-m-7 |   | First Amendment dated as of December 6, 2010 to Purchase and Sale Agreement dated as of August 3, 2010 among Meritor France (as Seller), Meritor, Inc. (as Seller Guarantor) and 81 Acquisition LLC (as Buyer), filed as Exhibit 10 to Meritor's Form 8-K dated December 6, 2010 and filed December 8, 2010, is incorporated herein by reference. |
|   |   |   |
| 10-m-8 |   | Second Amendment dated as of January 3, 2011 to Purchase and Sale Agreement dated as of August 3, 2010 among Meritor France (as Seller), Meritor, Inc. (as Seller Guarantor) and Inteva Products Holding Coöperatieve U.A., as assignee of 81 Acquisition LLC (as Buyer), as amended, filed as Exhibit 10 to Meritor's Form 8-K dated and filed on January 3, 2011, is incorporated herein by reference. |
|   |   |   |
| 10-m-9 |   | Amendment No. 3  effective as of September 28, 2012 to the  Receivables Purchase Agreement dated as of October 29, 2010, as amended (as so amended, the “Receivables Purchase Agreement), with an affiliate of Nordea Bank AB known as Viking Asset Purchaser No 7 IC, an incorporated cell of Viking Global Finance ICC, an incorporated cell company incorporated under the laws of Jersey, as purchaser (“Viking”), and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-m-9 to Meritor's 2012 Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference. |
|   |   |   |
| *10-n  |   | Employment agreement between the company and Charles G. McClure, Jr., dated as of September 14, 2009 filed as Exhibit 10.n to Meritor’s Form 10-K for the fiscal year ended September 27, 2009 is incorporated herein by reference. |
|   |   |   |
| *10-o  |   | Letter Agreement dated November 2, 2011 between Meritor, Inc. and Pedro Ferro filed as Exhibit 10-W-5 to  Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30,2011 is incorporated herein by reference. |
|   |   |   |
| *10-q  |   | Employment agreement between Meritor, Inc. and Carsten J. Reinhardt, dated as of September 14, 2009 filed as Exhibit 10-q to Meritor’s Form 10-K for the fiscal year ended September 27, 2009 is incorporated herein by reference. |
|   |   |   |
| *10-r  |   | Employment agreement, dated as of September 14, 2009, between Meritor, Inc. and Jeffrey A. Craig filed as Exhibit 10-r to Meritor’s Form 10-K for the fiscal year ended September 27, 2009 is incorporated herein by reference. |
|   |   |   |
| *10-s  |   | Employment agreement, dated as of September 14, 2009, between Meritor, Inc. and Vernon Baker filed as Exhibit 10-s to Meritor’s Form 10-K for the fiscal year ended September 27, 2009 is incorporated herein by reference. |
|   |   |   |
| *10-t  |   | Employment agreement, dated as of September 14, 2009, between Meritor, Inc. and Mary Lehmann filed as Exhibit 10-tto Meritor’s Form 10-K for the fiscal year ended September 27, 2009 is incorporated herein by reference. |
|   |   |    |
| *10-u  |   | Employment agreement, dated as of September 14, 2009, between Meritor, Inc. and Barbara Novak filed as Exhibit 10-v to Meritor’s Form 10-K for the fiscal year ended September 27, 2009 is incorporated herein by reference. |
|   |   |   |
| *10-w  |   | Form of employment letter between Meritor , Inc. and its executives, filed as Exhibit 10-a to Meritor’s Current Report on Form 8-K, dated September 14, 2009 and filed on September 18, 2009 (File No. 1-15983), is incorporated by reference. |

|         |
|---------|
|         |  |  |
| *10-w-1 |   | Letter Agreement dated as of July 1, 2010 between Meritor, Inc. and Larry Ott filed as Exhibit 10 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2010 is incorporated herein by reference. |
|    |   |
| *10-w-2 |   | Employment Agreement between Meritor, Inc. and Larry Ott dated as of August 3, 2010 filed as Exhibit 10-1 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2010 is incorporated herein by reference. |
|    |   |   |

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|         |
|---------|
|         |  |  |
| *10-w-3 |   | Employment Agreement between Meritor, Inc. and Timothy Bowes dated as of April 28, 2010 filed as Exhibit 10-1 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2010 is incorporated herein by reference. |
|    |   |   |
| *10-w-4 |   | Employment Agreement between Meritor, Inc. and Joseph Mejaly dated as of April 28, 2010 filed as Exhibit 10-2 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2010 is incorporated herein by reference. |
|    |   |   |
| 10-x    |   | Receivables Purchase Agreement dated November 19, 2007 between Meritor CVS Axles France and Viking Asset Purchaser and CitiCorp Trustee Company Limited, filed as Exhibit 10-t to Meritor’s Report on Form 10-K for the fiscal year ended September 30, 2008 is incorporated herein by reference. |
|    |   |   |
| 10-y    |   | Receivables Purchase Agreement dated March 13, 2006 between Meritor HVS AB and Nordic Finance Limited and CitiCorp Trustee Company Limited filed as Exhibit 10-u to Meritor’s Report on Form 10-K for the fiscal year ended September 30, 2008 is incorporated herein by reference |
|    |   |   |
| 10-z    |   | Amendment, dated July 25, 2007, to Receivables Purchase Agreement dated March 13, 2006 between Meritor HVS AB and Nordic Finance Limited and CitiCorp Trustee Company Limited filed as Exhibit 10-v to Meritor’s Report on Form 10-K for the fiscal year ended September 30, 2008 is incorporated herein by reference. |
|    |   |   |
| 10-zz   |   | Purchase and Sale Agreement dated August 4, 2009 among Meritor, Iochpe-Maxion, S.A. and the other parties listed therein, filed as Exhibit 10 to Meritor’s Report on Form 10-Q for the Quarter ended June 28, 2009 is incorporated by reference. |
|    |   |   |
| 12      |   | Computation of ratio of earnings to fixed charges, filed as Exhibit 12 to Meritor's 2012 Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference. |
|    |   |   |
| 21      |   | List of Subsidiaries of Meritor, Inc., filed as Exhibit 21 to Meritor's 2012 Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference. |
|    |   |    |
| 23-a    |   | Consent of Vernon G. Baker, II, Esq., Senior Vice President and General Counsel, filed as Exhibit 23-a to Meritor's 2012 Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference. |
|    |   |      |
| 23-b    |   | Consent of Deloitte & Touche LLP, independent registered public accounting firm,  filed as Exhibit 23-b to Meritor's 2012 Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference. |
|    |   |       |
| 23-c    |   | Consent of Bates White LLC, filed as Exhibit 23-c to Meritor's 2012 Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference. |
|    |   |   |
| 23-d    |   | Consent of Deloitte Touche Tohmatsu Auditores Independentes relating to the financial statements of Master Sistemas Automotivos Ltda.# |
|    |   |   |
| 23-e    |   | Consent of Deloitte Touche Tohmatsu Auditores Independentes relating to the financial statements of Suspensys Sistemas Automotivos Ltda.# |
|    |   |   |
| 24      |   | Power of Attorney authorizing certain persons to sign this Annual Report on Form 10-K on behalf of certain directors and officers of Meritor, filed as Exhibit 24 to Meritor's 2012 Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference. |
|    |   |   |
| 31-a    |   | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act.# |
|    |   |    |
| 31-b    |   | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act.# |
|    |   |    |

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|        |
|--------|
|        |  |  |
| 32-a   |   | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.# |
|   |   |      |
| 32-b   |   | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.# |
|   |   |   |
| 99-a   |   | Commitment and Acceptance, dated as of March 31, 2011, by and among Meritor, Inc. (formerly known as ArvinMeritor, Inc.), ArvinMeritor Finance Ireland (together with Meritor, Inc. the “Borrowers”), Deutsche Bank AG New York Branch, as Accepting Lender and JPMorgan Chase Bank, National Association, as Administrative Agent relating to that certain Credit Agreement, dated as of June 23, 2006 (as amended by Amendment No.1, Amendment No. 2, Amendment No. 3, Amendment No. 4, and Amendment No. 5 thereto) among the Borrowers, each lender from time to time a party thereto, and JP Morgan Chase Bank, National Association, as administrative agent filed as exhibit 99-a to Meritor’s Form 10-Q for the quarter ended April 3, 2011 is incorporated herein by reference. |

|            |
|------------|
|            |  |  |
| 99-b       |   | Commitment and Acceptance, dated as of April 13, 2011, by and among Meritor, Inc. (formerly known as ArvinMeritor, Inc.), ArvinMeritor Finance Ireland (together with Meritor, Inc. the “Borrowers”), The Huntington National Bank, as Accepting Lender and JPMorgan Chase Bank, National Association, as Administrative Agent relating to that certain Credit Agreement, dated as of June 23, 2006 (as amended by Amendment No.1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 thereto and the Commitment and Acceptance dated as of March 31, 2011, relating to Deutsche Bank AG New York Branch becoming a Lender) among the Borrowers, each lender from time to time a party thereto, and JP Morgan Chase Bank, National Association, as administrative agent filed as exhibit 99-b to Meritor’s Form 10-Q for the quarter ended April 3, 2011 is incorporated herein by reference |
|       |   |   |
| 99-c  |   | Third Amendment dated as of May 9, 2011 to Credit Agreement dated as of November 18, 2010 among Meritor, Inc. (formerly named ArvinMeritor, Inc.), Citicorp USA, Inc., as administrative agent and issuing bank, the other lenders party thereto, and the Bank of New York Mellon, as paying agent filed as exhibit 99-a to Meritor’s Form 10-Q for the quarter ended July 3, 2011 is incorporated herein by reference. |
|       |   |

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|                     |
|---------------------|
|                     |  |  |
| MERITOR, INC.  |
|                |   |   |
| By:                 |   | /s/ Kevin A. Nowlan |
|                |   | Kevin A. Nowlan |
|                |   | Senior Vice President and Chief Financial Officer |